OFAC RISK FACTOR DRAFTING NOTES — INTERNAL MARKUP AND COMMENTARY
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
This memorandum constitutes attorney work product prepared in anticipation of litigation and is protected by the attorney-client privilege and the work product doctrine. This document is not to be disclosed to any party outside Calderwood & Harkness LLP without the express written authorization of the Responsible Partner. Distribution of this memorandum does not waive any applicable privilege.
Purpose: To compile, annotate, and refine the sanctions and OFAC risk-factor disclosure for inclusion in the Preliminary Offering Memorandum ("Red") dated April 28, 2025 and the Final Offering Memorandum for the $850,000,000 9.375% Senior Secured Notes due 2032 issued by Dunmore Energy Holdings Ltd. and Dunmore upstream Finance Corp. pursuant to Rule 144A and Regulation S.
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I. Introduction and Purpose
This memorandum provides the internal working draft of the OFAC and sanctions-related risk factors, together with marginal commentary, tracked edits, and resolution notes, for the Offering Memorandum (the "OM") in connection with the offering by Dunmore Energy Holdings Ltd., a Cayman Islands exempted company ("DEH"), and Dunmore upstream Finance Corp., a Delaware corporation (the "Co-Issuer" and, together with DEH, the "Issuers"), of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes"). The Notes are being offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.
The risk factors set forth and annotated in this memorandum should be read in conjunction with the following related workstreams and deliverables, each of which informs the substance and framing of the sanctions and OFAC risk-factor disclosure:
1. OFAC and Sanctions Compliance Memorandum — Separately circulated to the matter team, this memorandum provides the legal framework analysis of applicable sanctions regimes and their application to DEH and its subsidiaries.
2. Sanctions Screening Results Summary — Based on the Sandoval Compliance Solutions LLC report prepared by Rosa Medina, screening completed April 25, 2025. As of that date, no hits were identified against any screened entity or individual on the OFAC SDN List, OFAC SSI List, EU Consolidated Sanctions List, or UK OFSI Consolidated List. The summary is documented in sanctions-screening-results-summary.docx.
3. OFAC Covenant and Representation Drafting Memorandum — Prepared by Eric Johannsen. This memorandum addresses the drafting of the sanctions-related representations and covenants in the Indenture and the Purchase Agreement, including the defined term "Applicable Sanctions" and the negative covenant restricting the use of proceeds.
4. Side Letter — Sanctions Representations — This supplemental letter, executed concurrently with the Purchase Agreement among the Issuers, the Guarantors, and the Initial Purchasers (Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC), provides additional sanctions representations from the Issuers not included in the body of the Purchase Agreement.
This memorandum also cross-references the broader OM Supplement — Risk Factors: Sanctions, OFAC, and Anti-Corruption (om-risk-factors-sanctions.docx), which is the clean version of the risk factor text intended for external circulation. That document will be shared with Initial Purchasers' counsel once the internal C&H review process described herein is complete.
This drafting notes memorandum is not to be shared with Whitfield Baxter & Cohn LLP ("WBC"), the Initial Purchasers, or any party outside Calderwood & Harkness LLP. The marginal commentary, internal annotations, and strategic drafting observations contained herein are privileged attorney work product reflecting the mental impressions, conclusions, and legal theories of counsel. Only the clean risk factor text (om-risk-factors-sanctions.docx) may be circulated externally, and only after final sign-off by Jennifer Kwon.
II. Overview of Sanctions Exposure — Factual Predicate
This Section sets forth the factual predicate underlying the sanctions risk factors. A clear understanding of the Issuer's geographic footprint, the sanctions regimes implicated, and the key counterparties is essential to ensuring that the risk factor disclosure is accurate, complete, and appropriately calibrated. The factual summary below is based on information provided by the company, due diligence interviews conducted by the C&H team, the Sandoval Compliance Solutions LLC screening report, and publicly available data.
A. Geographic Footprint Triggering Heightened Scrutiny
Dunmore Energy Holdings Ltd., through its operating subsidiaries, maintains a diversified portfolio of upstream and midstream oil and gas assets, as well as a renewable energy portfolio. The geographic scope of these operations is the primary driver of the sanctions risk analysis. The following provides a summary of the relevant asset base:
Nigeria. Dunmore Nigeria E&P Ltd., a wholly owned subsidiary of DEH organized under the laws of Nigeria, operates two oil mining leases in the Niger Delta region:
• OML 47: Located in the eastern Niger Delta. Proved reserves of 142.6 million barrels of oil equivalent ("MMboe") as of December 31, 2024 (per the reserve report prepared by Severin Consulting Group). PV-10 (before tax) of approximately $2,870 million. Current net production of approximately 31,200 barrels of oil equivalent per day ("boepd").
• OML 63: Located in the western Niger Delta. Proved reserves of 87.3 MMboe as of December 31, 2024. PV-10 (before tax) of approximately $1,590 million. Current net production of approximately 19,800 boepd.
• Combined PV-10 for the Nigerian asset base is approximately $4,460 million. Combined proved reserves of 229.9 MMboe represent approximately 66.5% of Dunmore's total proved reserves of 345.8 MMboe.
Senegal. Dunmore Senegal S.A., a Senegalese société anonyme and a wholly owned subsidiary of DEH, operates the Cayar Offshore Block pursuant to a production sharing contract ("PSC") with the Republic of Senegal:
• Cayar Offshore Block: Proved reserves of 64.1 MMboe as of December 31, 2024. PV-10 (before tax) of approximately $1,190 million. Phase I development is complete; Phase II development capital expenditure is estimated at $250 million, a substantial portion of which is intended to be funded from the net proceeds of this offering.
United States. For completeness, Dunmore also maintains the following U.S.-based operations, which do not raise heightened sanctions concerns:
• Gulf of Mexico: Dunmore Gulf of Mexico LLC holds working interests in leases in the Green Canyon and Garden Banks areas. Proved reserves of 51.8 MMboe; PV-10 of approximately $1,050 million. These operations are wholly domestic in character and are not subject to the same sanctions risk profile as the West African assets.
• West Texas Solar Portfolio: Dunmore Renewables LLC operates a 220 MW solar energy portfolio in West Texas. This portfolio does not involve international counterparties or activities that implicate sanctions compliance concerns.
International Trading. Dunmore Trading Ltd., a company organized under the laws of England and Wales, serves as the primary offtake and trading arm for Dunmore's oil and gas production. Dunmore Trading handles crude oil sales to international counterparties, including buyers in West African markets and global commodity trading firms. As a UK-incorporated entity, Dunmore Trading is directly subject to UK sanctions regulations administered by the Office of Financial Sanctions Implementation ("OFSI"). Its role as a Guarantor under the Indenture, coupled with its international trading activities, requires specific attention in the risk factor disclosure.
B. Sanctions Regimes Implicated
The following sanctions regimes are implicated by Dunmore's operations, counterparty relationships, and corporate structure:
• U.S. OFAC: As an entity with a U.S. presence (Houston office at 2900 Post Oak Boulevard, Suite 3100, Houston, Texas 77056) and a Delaware-incorporated co-issuer, Dunmore is subject to the jurisdiction of the Office of Foreign Assets Control of the U.S. Department of the Treasury. OFAC administers the Specially Designated Nationals and blocked Persons List (the "SDN List") and the Sectoral Sanctions Identifications List (the "SSI List"), among other sanctions programs. OFAC's jurisdiction extends to U.S. persons (including U.S. citizens and permanent residents employed by Dunmore), transactions denominated in U.S. dollars clearing through U.S. financial institutions, and, in certain circumstances, non-U.S. persons who cause U.S. persons to violate sanctions or who engage in conduct that triggers secondary sanctions.
• EU Consolidated Sanctions List: The European Union maintains its own consolidated sanctions list, which includes financial sanctions, travel bans, and arms embargoes. While Dunmore does not have a corporate presence in the EU, its trading activities through Dunmore Trading Ltd. and its relationships with EU-based counterparties may implicate EU sanctions compliance obligations.
• UK Office of Financial Sanctions Implementation (OFSI) Consolidated List: As a UK-incorporated entity, Dunmore Trading Ltd. is directly subject to UK financial sanctions regulations administered by OFSI under His Majesty's Treasury. The UK sanctions regime has, since Brexit, diverged in certain respects from the EU sanctions regime, creating an additional layer of compliance complexity.
It is important to note that neither Nigeria nor Senegal is a comprehensively sanctioned jurisdiction under U.S., EU, or UK sanctions programs. Unlike Iran, Cuba, North Korea, Syria, or the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine — each of which is subject to comprehensive U.S. sanctions prohibiting virtually all transactions — Nigeria and Senegal are not the subjects of country-wide sanctions programs. However, individual persons and entities located in, or connected to, these countries may appear on the SDN List, SSI List, EU Consolidated Sanctions List, or UK OFSI Consolidated List. The risk here is primarily list-based rather than country-based. Heightened diligence is warranted given (i) the proximity of Dunmore's operations to regions with known sanctions exposure, (ii) the involvement of governmental entities (particularly the Nigerian National Petroleum Company), and (iii) the potential for rapid changes to sanctions designations in connection with evolving geopolitical circumstances.
C. Nigerian National Petroleum Company (NNPC) Back-In Rights
The Nigerian National Petroleum Company ("NNPC") holds statutory back-in rights in OML 47 and OML 63 under the Nigerian Petroleum Act and related legislation. These back-in rights entitle NNPC to participate in the production from these leases and to receive a share of production revenues, subject to the terms of the applicable joint venture arrangements. NNPC is a critical counterparty for Dunmore's Nigerian operations; without NNPC's cooperation and consent, Dunmore cannot operate these leases in the ordinary course.
> CD Note (April 27, 2025): NNPC is a government entity and an instrumentality of the Federal Republic of Nigeria. NNPC is not currently on the SDN List or the SSI List, nor does it appear on the EU or UK OFSI sanctions lists. This was confirmed through the Sandoval screening completed April 25, 2025 (Rosa Medina, screening analyst). However, given NNPC's status as a government instrumentality, it must be disclosed as a material counterparty in the risk factors. The risk is not current designation but rather the possibility of future designation, which could have cascading effects on Dunmore's ability to make payments, receive production, or otherwise transact with NNPC.
> JK Marginal Note (April 28, 2025): Agree with CD's analysis. We must add language noting that NNPC is a Nigerian governmental instrumentality and that any future designation of NNPC — or of its senior officials, board members, affiliates, or agents — could materially impact Dunmore's Nigerian operations. Use careful conditional language ("if," "were," "could," "may") to frame this as a potential risk rather than a present concern. Avoid any language that could be construed as implying that Dunmore expects or anticipates such a designation.
D. JV Partners and Material Counterparties
All joint venture partners and material counterparties identified by Dunmore have been screened by Sandoval Compliance Solutions LLC against the OFAC SDN List, OFAC SSI List, EU Consolidated Sanctions List, and UK OFSI Consolidated List. As of the screening date (April 25, 2025), no hits were identified. The full list of screened entities and individuals is set forth in the Counterparty and JV Partner Sanctions Checklist (counterparty-sanctions-checklist.xlsx), which has been separately circulated to the matter team.
The screening covers Dunmore's principal joint venture partners in Nigeria, the Republic of Senegal (as counterparty to the Cayar PSC), Dunmore Trading Ltd.'s principal offtake counterparties, and the key contractors and service providers engaged in connection with OML 47, OML 63, and the Cayar Offshore Block. The screening also covers the senior officers and directors of NNPC and other governmental counterparties to the extent identified by Dunmore management and publicly available information.
III. Draft Risk Factor Text — OFAC and Sanctions Compliance
This Section contains the draft text of each of the five sanctions and OFAC-related risk factors proposed for inclusion in the Offering Memorandum, together with marginal commentary reflecting the internal deliberations of the drafting team. The risk factor text below reflects the current state of the drafting process as of April 28, 2025, incorporating Jennifer Kwon's comments on Claire Dempsey's initial April 27, 2025 draft. Tracked changes are indicated in the text where noted. Formal tracked changes in Ashbury Holdings Word format are attached as Appendix A.
Risk Factor 1
"Our operations in Nigeria and Senegal expose us to sanctions and export controls that could result in significant penalties, reputational harm, and restrictions on our ability to conduct business."
Draft Text:. We conduct significant operations in Nigeria and Senegal through our operating subsidiaries, Dunmore Nigeria E&P Ltd. and Dunmore Senegal S.A. In Nigeria, we operate OML 47 and OML 63 in the Niger Delta region, which together represent proved reserves of approximately 229.9 million barrels of oil equivalent and a combined PV-10 of approximately $4,460 million, constituting approximately 66.5% of our total proved reserves. In Senegal, we operate the Cayar Offshore Block, with proved reserves of approximately 64.1 million barrels of oil equivalent and a PV-10 of approximately $1,190 million.
These operations require us to comply with applicable sanctions laws and regulations, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"), the European Union, and the United Kingdom's Office of Financial Sanctions Implementation ("OFSI"). OFAC prohibits U.S. persons and, in certain circumstances, non-U.S. persons from engaging in transactions with persons or entities on the OFAC Specially Designated Nationals and blocked Persons List (the "SDN List") or the Sectoral Sanctions Identifications List (the "SSI List"), or from engaging in activities that would otherwise violate U.S. sanctions programs.
Although Dunmore Energy Holdings Ltd. is a Cayman Islands exempted company, we maintain a significant U.S. presence. Our principal executive offices are located at 2900 Post Oak Boulevard, Suite 3100, Houston, Texas 77056. Dunmore upstream Finance Corp., the Co-Issuer of the Notes, is a Delaware corporation. Our operations are denominated in U.S. dollars, and we employ U.S. persons in our Houston office and in our Gulf of Mexico operations.
Violations of OFAC sanctions, EU sanctions, or UK OFSI sanctions could result in significant civil and criminal penalties, including substantial fines, disgorgement of profits, injunctive relief, and criminal prosecution of responsible individuals. In the case of OFAC, civil monetary penalties for sanctions violations can be substantial, and criminal penalties can include imprisonment and fines. Any such violations could also result in severe reputational damage that could impair our ability to maintain business relationships, access capital markets, or retain key employees.
We have engaged Sandoval Compliance Solutions LLC, a third-party sanctions compliance firm, to conduct comprehensive sanctions screening of our counterparties, joint venture partners, and material business relationships. The most recent screening was completed on April 25, 2025 and identified no hits against the OFAC SDN List, OFAC SSI List, EU Consolidated Sanctions List, or UK OFSI Consolidated List. We intend to conduct ongoing quarterly sanctions monitoring following the closing of this offering in accordance with our Post-Closing Sanctions Monitoring Protocol.
can be no assurance that our compliance program will be effective in all cases, that our screening processes will identify all persons or entities subject to sanctions, or that future changes to applicable sanctions regimes — including the designation of new persons or entities on the SDN List, SSI List, EU Consolidated Sanctions List, or UK OFSI Consolidated List — will not adversely affect our operations, financial condition, or results of operations. Sanctions laws and regulations are complex, evolving, and subject to interpretation, and the application of such laws and regulations to our particular circumstances may be unclear. We could face penalties even if we believe we are in compliance with applicable sanctions requirements.
Marginal Notes:. > CD Note (April 27, 2025): This first draft tracks closely to precedent from comparable oil and gas high-yield offerings with West African operations (see Section V below). I have considered whether to specify the particular OFAC programs applicable to Dunmore's operations — for example, whether any country-specific OFAC programs (such as the former Liberia program or any future Nigeria-specific program) apply. At present, the relevant sanctions risk is entirely list-based (SDN/SSI) rather than country-based, and I have drafted accordingly. If the team believes we should affirmatively state that Nigeria and Senegal are not comprehensively sanctioned jurisdictions, we can add a clarifying sentence, although this may create an expectation of updating if the situation changes.
> JK Note (April 28, 2025): Agree with CD's overall approach. Three specific comments: (1) Add explicit reference to secondary sanctions risk. Even though DEH is Cayman-domiciled, secondary sanctions could apply to non-U.S. entities (including DEH and Dunmore Trading Ltd.) that facilitate significant transactions with SDN-listed persons. This is a real and material risk that should be disclosed. (2) Emphasize the "U.S. nexus" point. The Delaware co-issuer and the Houston operations are the primary jurisdictional hooks for OFAC. Make this clear so that investors understand why a Cayman-domiciled issuer is subject to U.S. sanctions risk. (3) Cross-reference the Indenture's sanctions covenants, which prohibit the use of proceeds in violation of OFAC sanctions. This connects the risk factor to the contractual framework and alerts investors that the Indenture contains enforceable sanctions-related restrictions.
> CD Response (April 28, 2025): Revised to incorporate all three of JK's comments. Secondary sanctions language added in the second paragraph. U.S. nexus language strengthened in the third paragraph with reference to the Delaware co-issuer. Indenture cross-reference added at the end of the third paragraph. Article number for the sanctions covenant to be confirmed against the Indenture execution version per Action Item #5.
Risk Factor 2
"The Nigerian National Petroleum Company holds back-in rights in our Nigerian oil mining leases, and any sanctions designation of NNPC or affiliated persons could materially disrupt our operations."
Draft Text:. The Nigerian National Petroleum Company ("NNPC"), , holds statutory back-in rights in OML 47 and OML 63 under the Nigerian Petroleum Act and related legislation. These back-in rights entitle NNPC to participate in production from these oil mining leases and to receive a share of production revenues, subject to the terms of the applicable joint venture arrangements. NNPC's participation is integral to the operation of our Nigerian assets, and we are required to make certain payments and provide certain reports to NNPC in the ordinary course of our Nigerian operations.
As of the date of this offering memorandum, NNPC is not designated on any OFAC sanctions list (including the SDN List and the SSI List), the EU Consolidated Sanctions List, or the UK OFSI Consolidated List. However, NNPC is a governmental instrumentality, and any future designation of NNPC, or of its affiliates, officials, directors, senior management, or agents, on any OFAC, EU, or UK OFSI sanctions list could restrict our ability to continue operations in Nigeria, to make payments under our joint venture arrangements, or to otherwise transact with NNPC . Such a designation could effectively preclude us from operating OML 47 and OML 63, which together represent proved reserves of approximately 229.9 million barrels of oil equivalent (approximately 66.5% of our total proved reserves) and a combined PV-10 of approximately $4,460 million (approximately 66.5% of our total PV-10).
Sanctions designations can occur rapidly and without advance notice. We may not receive prior warning of any designation affecting NNPC or other Nigerian governmental counterparties, and we may have limited ability to restructure our operations or divest our Nigerian assets in response to such a designation. The loss of our ability to operate OML 47 and OML 63 would have a material adverse effect on our business, financial condition, results of operations, and our ability to service the Notes.
Marginal Notes:. > CD Note (April 27, 2025): I have confirmed with Sandoval (Rosa Medina, by email dated April 25, 2025) that NNPC and its known senior officials were screened against all four sanctions lists (OFAC SDN, OFAC SSI, EU Consolidated, UK OFSI Consolidated) and passed with no hits. However, NNPC has a complex corporate structure, including multiple subsidiaries and affiliated entities, and we cannot guarantee comprehensive coverage of all affiliates. This is a known limitation of any point-in-time screening exercise, and I believe we should disclose it in the risk factor.
> JK Note (April 28, 2025): Good point by CD — add the qualifier that "we cannot assure you that all NNPC affiliates have been identified or screened." This is important protective language. Additionally, we should reference the Nigerian upstream Petroleum Regulatory Commission (formerly the Department of Petroleum Resources, or DPR) as a regulatory body whose future actions — including any sanctions designation of the Commission or its officials — could also affect our operations. Please check with Abayomi Chambers (Chidinma Okafor) that this formulation is not problematic under Nigerian law. In particular, confirm that our description of NNPC as a "governmental instrumentality" and our reference to the Nigerian upstream Petroleum Regulatory Commission are accurate and would not be viewed as creating any adverse implication under Nigerian petroleum law or the Petroleum Industry Act 2021.
> CD Response (April 28, 2025): Incorporated both suggestions. Added the qualifier regarding NNPC affiliate screening limitations and added a new paragraph addressing the Nigerian upstream Petroleum Regulatory Commission. Will send draft to Abayomi Chambers (Chidinma Okafor) for Nigerian law review per Action Item #2 (due April 29, 2025).
Risk Factor 3
"We may be unable to use the proceeds of this offering as intended if sanctions or export control restrictions change."
Draft Text:. We intend to use approximately $250,000,000 of the net proceeds of this offering to fund capital expenditures associated with Phase II development of the Cayar Offshore Block in Senegal, operated by Dunmore Senegal S.A.
Changes to applicable sanctions regimes — including the imposition of new sanctions on Senegal, Nigeria, or counterparties involved in the Cayar Phase II development — could prevent or significantly delay the deployment of these funds for their intended purpose.
The Indenture governing the Notes prohibiting the use of proceeds, directly or indirectly, in violation of sanctions administered by OFAC, the European Union, or UK OFSI. Similarly, the Purchase Agreement contain representations by the Issuers that no proceeds will be used, directly or indirectly, in connection with any person, country, territory, or entity that is the subject of OFAC sanctions, EU sanctions, or UK OFSI sanctions.
If new sanctions are imposed that affect Senegal, Nigeria, or counterparties material to our operations, . In such circumstances, we may be required to seek alternative uses of proceeds, which may not be as favorable as the intended uses, or we may be required to hold proceeds in escrow or cash accounts until the sanctions-related restrictions are resolved. Any such delay or restriction on our ability to deploy proceeds could adversely affect our business plans, financial condition, and results of operations, including our ability to develop the Cayar Offshore Block on the anticipated timeline.
Marginal Notes:. > CD Note (April 27, 2025): For context, the total gross proceeds of the offering are approximately $837,250,000 (reflecting an issue price of 98.50% of the $850,000,000 par value). The anticipated use of proceeds is as follows: (i) approximately $450,000,000 to repay the outstanding 2028 Notes; (ii) approximately $250,000,000 to fund Cayar Phase II development capital expenditure; (iii) approximately $114,750,000 for general corporate purposes; and (iv) approximately $22,500,000 for estimated fees and expenses. The Cayar allocation is the most sanctions-sensitive component of the use of proceeds because it involves the direct deployment of offering proceeds to fund activities in Senegal, a non-U.S. jurisdiction.
> JK Note (April 28, 2025): Correct analysis by CD. Two additional points: (1) Highlight the Senegalese operations specifically because the Cayar capex is funded from proceeds — this creates a direct nexus between the Notes and the Senegalese activities, which distinguishes the Cayar risk from the Nigerian risk (where the Nigerian assets are not being directly funded from proceeds). (2) Note that Dunmore Senegal S.A. is a Senegalese société anonyme, and that local law counsel Theron Moss & Associates SARL (Moustapha Sy) has confirmed compliance with local regulations, but this does not eliminate sanctions risk from the U.S./EU/UK perspective. The local law comfort relates to Senegalese regulatory compliance, not to the application of extraterritorial sanctions. Make sure the risk factor does not conflate these two concepts.
> CD Response (April 28, 2025): Revised to incorporate JK's comments. Added reference to Dunmore Senegal S.A.'s legal form and the Theron Moss confirmation, with a clarifying clause making clear that local law compliance does not eliminate U.S./EU/UK sanctions risk. Also strengthened the "trapped proceeds" language to be more specific about the potential consequences.
Risk Factor 4
"Our international operations subject us to complex and evolving anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act."
Draft Text:. Our operations in Nigeria and Senegal involve regular interaction with government officials, including . These interactions are an inherent and necessary part of our business, as our operations require government licenses, permits, approvals, and ongoing regulatory oversight.
These interactions expose us to the risk of violations of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the United Kingdom Bribery Act 2010, and applicable local anti-corruption statutes in Nigeria, Senegal, and other jurisdictions where we conduct business. The FCPA prohibits the payment or offering of anything of value to foreign government officials for the purpose of obtaining or retaining business or securing any improper advantage. The UK Bribery Act creates a strict liability corporate offense for failure to prevent bribery by associated persons.
We maintain an anti-corruption compliance program that includes written policies and procedures, training for employees and third-party agents, due diligence protocols for counterparties and intermediaries, and periodic audits and reviews.
Any violation of the FCPA, the UK Bribery Act, or other applicable anti-corruption laws could result in significant criminal and civil penalties, including substantial fines, imprisonment of responsible individuals, disgorgement of profits, debarment from government contracts, and loss of operating licenses and permits.
Marginal Notes:. > CD Note (April 27, 2025): This anti-corruption risk factor is standard for oil and gas companies with West African operations and is included in virtually all comparable Rule 144A offerings. The FCPA risk is heightened in our case because of the U.S. nexus — specifically the Houston office, the Delaware co-issuer, and the U.S.-dollar proceeds. I have coordinated this language with the broader OM risk factors team (specifically, the group drafting the general regulatory risk factors) to avoid duplication.
> JK Note (April 28, 2025): Two important points: (1) This risk factor should be kept separate from the sanctions risk factors — i.e., it should not be combined with Risk Factors 1, 2, or 3. Sanctions and anti-corruption are distinct legal regimes with different enforcement agencies, different standards, and different consequences. Conflating them in a single risk factor could create confusion and could suggest that we do not appreciate the distinction. (2) Confirm that we cross-reference the ESG risk factors (om-risk-factors-esg-climate.docx, separately drafted by the ESG team) where environmental and social governance in Nigeria is discussed. Dunmore's community development spend in Nigeria was approximately $14.2 million in FY 2024 — reference this only if it provides relevant context for the anti-corruption analysis, but be careful not to create an impression that community development spending mitigates corruption risk. The purpose of community development spending is distinct from anti-corruption compliance, and we should not allow one to be read as offsetting the other.
> CD Response (April 28, 2025): Acknowledged. I have kept this risk factor separate from the sanctions risk factors and have not referenced the community development spend in this context. I have confirmed with the ESG risk factors team that there is no direct overlap, although both this risk factor and the ESG risk factors reference Nigerian operations. I will coordinate with the ESG team to ensure consistent descriptions of the operational footprint.
Risk Factor 5
"We may be required to implement costly enhanced compliance measures to address evolving sanctions and anti-money laundering regulations."
Draft Text:. Regulatory requirements under OFAC, the Financial Crimes Enforcement Network ("FinCEN"), EU anti-money laundering directives, and UK sanctions and anti-money laundering regulations are evolving and may require us to implement additional compliance infrastructure, including enhanced screening protocols, transaction monitoring systems, employee training programs, and internal reporting mechanisms.
The implementation and maintenance of adequate sanctions and anti-money laundering compliance programs require significant resources, including qualified compliance personnel, technology systems, external advisors, and legal counsel. Increased compliance costs could adversely affect our results of operations and reduce funds available for capital expenditures, debt service, and other corporate purposes.
In addition, failure to maintain adequate compliance controls could result in enforcement action by OFAC, FinCEN, the U.S. Department of Justice, or other regulatory authorities, including the imposition of fines, penalties, consent orders, or other remedial measures.
Marginal Notes:. > JK Note (April 28, 2025): This is a "cost of compliance" risk factor rather than a "violation" risk factor — make sure to keep it distinct from Risk Factor 1 (which addresses the risk of sanctions violations) and Risk Factor 4 (which addresses anti-corruption violations). The purpose of this risk factor is to alert investors that even if Dunmore never violates any sanctions or anti-corruption law, the cost of maintaining compliance could be material. Also, note that the Indenture contains ongoing reporting obligations related to sanctions compliance — cross-reference these obligations to connect the risk factor to the contractual framework.
IV. Commentary on Specific Drafting Issues
This Section addresses discrete drafting issues that have arisen during the preparation of the sanctions risk factors and that require resolution or further discussion among the C&H team. These issues are presented in the order in which they were identified during the drafting process.
A. Use of the Term "OFAC"
All risk factors must use the exact phrase "OFAC" — referring to the Office of Foreign Assets Control of the U.S. Department of the Treasury — and not merely references to the "U.S. Treasury Department," "U.S. sanctions authority," or other shorthand. This consistency requirement was flagged by Eric Johannsen in the OFAC Covenant and Representation Drafting Memorandum to ensure alignment between the risk factor disclosure and the defined terms used in the Indenture and Purchase Agreement. OFAC should be defined parenthetically upon first use in the risk factors and then used consistently by acronym thereafter.
Jennifer Kwon concurs with this approach. OFAC should appear by name in each risk factor where U.S. sanctions are referenced, even if this creates some repetition. Repetition in this context is preferable to ambiguity, particularly given the significance of the U.S. sanctions nexus to the overall risk profile.
B. Scope of "Sanctions" Definition
A question has arisen as to whether to define the term "Applicable Sanctions" within the risk factors themselves, or to rely on the defined term as it appears in the Indenture and simply cross-reference that definition. The term "Applicable Sanctions" is intended to capture, collectively, sanctions administered by OFAC (including the SDN List and SSI List), the EU Consolidated Sanctions List, the UK OFSI Consolidated List, and any other sanctions laws applicable to the Issuers, the Guarantors, or their respective subsidiaries.
Claire Dempsey recommends defining the term in the first risk factor — upon initial reference to the three sanctions regimes — and then using the defined term "Applicable Sanctions" throughout the remaining risk factors. This approach provides clarity for the reader, avoids the need to repeat the full description of each sanctions regime in every risk factor, and is consistent with the approach used in Precedent A and Precedent C.
Jennifer Kwon agrees with this approach. The defined term should match the Indenture definition of "Sanctions" as closely as possible to avoid any inconsistency between the disclosure document and the contractual documents. Eric Johannsen is responsible for confirming the final Indenture definition (Action Item #1, due April 28, 2025), and the risk factor defined term will be updated to conform once the Indenture definition is finalized.
C. Forward-Looking Statement Safe Harbor
An important threshold question is whether the Private Securities Litigation Reform Act of 1995 ("PSLRA") safe harbor for forward-looking statements applies to the sanctions risk factors. Claire Dempsey notes that the PSLRA safe harbor, which provides protection from liability for forward-looking statements accompanied by meaningful cautionary language, does not apply to securities offerings exempt from registration under the Securities Act. Because the Notes are being offered pursuant to Rule 144A and Regulation S — both of which are exemptions from the registration requirements of the Securities Act — the statutory safe harbor is not available for statements made in the Offering Memorandum.
This has a practical consequence for the drafting of the sanctions risk factors: while cautionary language remains important and should be robust, we cannot rely on the statutory safe harbor as a defense to claims based on forward-looking statements in the risk factors. Instead, we must rely on the "meaningful cautionary language" standard that has developed under common law, which requires that forward-looking statements be accompanied by specific cautionary language identifying the particular risks that could cause actual results to differ materially from those projected. Generalized boilerplate warnings (e.g., "results may differ from expectations") are insufficient; the cautionary language must be tailored to the specific forward-looking statement and must identify the specific risks.
Jennifer Kwon's marginal note confirms this analysis: "Correct — we cannot rely on the PSLRA safe harbor. Use 'meaningful cautionary language' standard under common law. Ensure all forward-looking statements in the sanctions risk factors are accompanied by specific cautionary language identifying the particular risks. For example, the statement in Risk Factor 3 that we 'intend to use approximately $250,000,000 of the net proceeds to fund capital expenditures associated with Phase II development of the Cayar Offshore Block' is forward-looking and must be accompanied by cautionary language identifying the specific risk that sanctions changes could prevent deployment."
D. Interplay with Indenture Covenants
The sanctions risk factors must be consistent with, but not more expansive than, the sanctions-related representations and covenants contained in the Indenture (Article to be confirmed) and the Purchase Agreement (Section to be confirmed). This is a critical constraint: the risk factors are disclosure documents that inform investors of risks; they do not create contractual obligations. If the risk factors were to describe compliance obligations or commitments more broadly than the Indenture covenants, investors could argue that the Issuers had assumed broader obligations than those contained in the Indenture, creating potential enforcement issues.
The cross-references in Risk Factors 1, 3, and 5 to the Indenture sanctions covenants and reporting obligations should use the formulation "See 'Description of Notes — Certain Covenants'" rather than quoting the actual covenant language. This approach directs investors to the relevant Indenture provisions without creating the appearance of a separate, risk-factor-based obligation.
Jennifer Kwon's marginal note emphasizes this point: "Be careful not to create implied obligations beyond what is in the Indenture. The risk factors disclose risks; they do not create covenants. Review the final risk factor text against the Indenture execution version to confirm consistency."
E. Country-Specific vs. List-Based Sanctions Analysis
As discussed in Section II.B above, the sanctions risk applicable to Dunmore's operations in Nigeria and Senegal is list-based rather than country-based. Neither Nigeria nor Senegal is subject to comprehensive U.S. sanctions. This distinction is important for the risk factor disclosure because it affects the framing and severity of the disclosed risk.
Claire Dempsey's commentary is as follows: Nigeria and Senegal are not subject to comprehensive U.S. sanctions programs (unlike, for example, Iran, Cuba, North Korea, Syria, or the Crimea region of Ukraine, each of which is subject to comprehensive sanctions prohibiting virtually all transactions). The sanctions risk here arises from the possibility that individual persons or entities connected to Dunmore's operations — including government officials, joint venture partners, contractors, or counterparties — could be designated on the SDN List, SSI List, EU Consolidated Sanctions List, or UK OFSI Consolidated List. This is a fundamentally different risk profile than the risk faced by companies operating in comprehensively sanctioned jurisdictions, and the risk factors should reflect this distinction.
Jennifer Kwon agrees and adds: "Make clear in the risk factors that the risk is from potential designations of counterparties or officials, not from country-wide sanctions programs. This avoids overstating the risk — which could alarm investors unnecessarily and could also create a misleading impression about the nature of the sanctions exposure — while still providing adequate disclosure of the real risk, which is that targeted designations could disrupt specific counterparty relationships."
An additional consideration noted by both CD and JK: if any country-specific sanctions program is introduced covering Nigeria or Senegal during the period between the Preliminary OM and the Final OM — or between the Final OM and the closing date — this would constitute a material development requiring an OM supplement. If such a development occurs after closing, it could trigger disclosure obligations under the Registration Rights Agreement, which contains undertakings regarding the accuracy of the Offering Memorandum in connection with the exchange offer or shelf registration.
F. Dunmore Trading Ltd. — Offtake and Trading Arm
Dunmore Trading Ltd. is a company organized under the laws of England and Wales that serves as the primary offtake and trading arm for Dunmore's oil and gas production. Dunmore Trading is a Guarantor under the Indenture and is therefore directly involved in the credit structure supporting the Notes. Its international trading activities — including crude oil sales to global commodity trading firms and other counterparties — create a distinct sanctions risk profile that differs from the upstream production risk.
Claire Dempsey notes: Dunmore Trading is directly subject to UK OFSI sanctions as a UK-incorporated company. Its trading counterparties have been screened by Sandoval Compliance Solutions LLC with no hits as of April 25, 2025. However, the risk factor should specifically capture the UK sanctions exposure arising from Dunmore Trading's English domicile, as this is a distinct jurisdictional basis for sanctions liability that is separate from the OFAC jurisdiction arising from the U.S. nexus. The current draft of Risk Factor 1 includes a reference to Dunmore Trading, but this should be expanded to ensure adequate disclosure of the UK-specific risk.
Jennifer Kwon adds: "In addition to the UK-specific risk, add a sentence addressing the risk that UK and EU sanctions may diverge from U.S. OFAC sanctions in the post-Brexit environment, creating compliance complexity for Dunmore. Since Brexit, the UK has maintained an independent sanctions regime, and there have been instances in which the UK and EU have adopted different designations or different sanctions measures in response to the same geopolitical events. This divergence means that Dunmore Trading may face sanctions obligations under UK law that differ from the sanctions obligations applicable to Dunmore Nigeria E&P Ltd. or Dunmore Senegal S.A. under OFAC or EU sanctions, increasing the overall compliance burden and the risk of inadvertent violations."
V. Comparison to Market Precedent
Claire Dempsey has reviewed risk factor disclosure from three recent comparable Rule 144A high-yield offerings by oil and gas issuers with West African operations. The purpose of this comparison is to benchmark the proposed Dunmore risk factor disclosure against current market practice and to ensure that the disclosure is at least as robust as — and preferably more comprehensive than — the disclosure used by comparable issuers. A summary of the precedent review follows:
Precedent A: A Cayman Islands-domiciled exploration and production company with Nigerian upstream assets, including oil mining leases in the Niger Delta operated through a Nigerian subsidiary in joint venture with NNPC. The company completed a Rule 144A/Regulation S offering in 2024 of senior secured notes rated B2 by Moody's and B+ by S&P. The offering memorandum included three sanctions risk factors: (i) a general sanctions risk factor addressing OFAC, EU, and UK OFSI compliance; (ii) a risk factor specifically addressing NNPC as a government counterparty and the risk of future sanctions designation; and (iii) a cost-of-compliance risk factor. The NNPC-specific risk factor was the most detailed of the three and included disclosure of the proved reserves and PV-10 attributable to the Nigerian assets, as well as cautionary language regarding the potential for rapid and unforeseeable sanctions changes.
Precedent B: A Delaware-domiciled midstream company with Senegalese assets, including interests in a production sharing contract operated through a Senegalese subsidiary. The company completed a Rule 144A/Regulation S offering in 2023 of senior unsecured notes rated B3 by Moody's and B by S&P. The offering memorandum included two sanctions risk factors: (i) a general sanctions risk factor covering OFAC and EU sanctions compliance; and (ii) a use-of-proceeds risk factor noting that sanctions changes could affect the deployment of proceeds for Senegalese development activities. The disclosure was less granular than Precedent A and did not include a separate risk factor for government counterparties, which may reflect the fact that the Senegalese PSC structure does not involve a back-in right equivalent to NNPC's role in Nigerian oil mining leases.
Precedent C: A UK-domiciled upstream company with a multi-jurisdictional West African portfolio, including assets in Nigeria, Ghana, and Equatorial Guinea. The company completed a Rule 144A/Regulation S offering in 2024 of senior secured notes rated B1 by Moody's and BB- by S&P. The offering memorandum included four sanctions risk factors — covering OFAC/EU/UK OFSI compliance, government counterparty risk, use-of-proceeds risk, and cost-of-compliance risk — plus an extensive separate anti-corruption risk factor with detailed disclosure of the company's FCPA and UK Bribery Act compliance program.
Recommendation: Claire Dempsey recommends that Dunmore's disclosure should be at least as robust as Precedent A, given the comparable asset profile (Cayman-domiciled E&P company with Nigerian NNPC JV operations). The proposed five risk factors (as drafted above) exceed the three-risk-factor approach used in Precedent A and are comparable to the five-factor approach used in Precedent C (four sanctions plus one anti-corruption). This level of disclosure is warranted given Dunmore's specific risk profile.
Jennifer Kwon concurs and provides the following additional rationale: "Our disclosure should be at the higher end of market practice for four reasons: (i) the Cayman issuer with Delaware co-issuer structure creates a U.S. nexus that subjects Dunmore to OFAC jurisdiction in a way that pure non-U.S. issuers may not be; (ii) the Nigerian government counterparty (NNPC) is a material and unavoidable part of Dunmore's operations, requiring specific and prominent disclosure; (iii) the Senegalese operations are receiving a direct use-of-proceeds allocation ($250,000,000 of Cayar Phase II capex), which creates a specific nexus between the Notes and sanctions-sensitive activities; and (iv) the English trading subsidiary (Dunmore Trading Ltd.) adds a UK sanctions dimension that is not present in all comparables. Taken together, these factors support a five-risk-factor approach at the upper end of market disclosure."
VI. Coordination with Other Workstreams
The sanctions risk factors do not exist in isolation. Their accuracy, completeness, and consistency depend on coordination with multiple other workstreams within the overall offering process. This Section identifies the key coordination points and assigns responsibilities and deadlines.
A. Coordination with Sandoval Compliance Solutions LLC
All factual statements in the risk factors regarding sanctions screening results must be consistent with the Sanctions Screening Results Summary and Sandoval's final report (Rosa Medina, screening analyst; screening completed April 25, 2025; no hits). Claire Dempsey will confirm that each factual statement in the draft risk factors — including the statement that screening identified "no hits" and the description of the lists screened — is accurately reflected in the Sandoval report.
Importantly, any updates to screening results between the Preliminary OM date (April 28, 2025) and the Final OM date (anticipated May 14, 2025) must be reflected in updated risk factor language. If any hits are identified in supplemental screening, the risk factor disclosure will need to be revised materially, and the drafting team will need to assess whether additional risk factors are required. Claire Dempsey will confirm with Sandoval (Rosa Medina) whether any supplemental screening is needed or planned for the period between the Red OM and the Final OM (Action Item #4, due May 5, 2025).
B. Coordination with Abayomi Chambers (Nigerian Counsel)
Chidinma Okafor of Abayomi Chambers, Dunmore's Nigerian counsel, has been asked to confirm that the risk factor language regarding NNPC back-in rights and Nigerian regulatory matters — specifically Risk Factor 2 — is accurate under Nigerian law, including the Petroleum Industry Act 2021 and related regulations. In particular, the following points require Nigerian law confirmation:
(i) The characterization of NNPC as a "governmental instrumentality of the Federal Republic of Nigeria";
(ii) The description of NNPC's "statutory back-in rights" in OML 47 and OML 63;
(iii) The reference to the Nigerian upstream Petroleum Regulatory Commission (formerly the Department of Petroleum Resources) as the regulatory body exercising authority over Dunmore's Nigerian oil mining leases; and
(iv) Confirmation that the risk factor language would not be viewed as creating any adverse implication under Nigerian petroleum law.
Claire Dempsey will send draft risk factors to Abayomi Chambers for Nigerian law review by April 29, 2025 (Action Item #2).
C. Coordination with Theron Moss & Associates SARL (Senegalese Counsel)
Moustapha Sy of Theron Moss & Associates SARL, Dunmore's Senegalese counsel, has been asked to confirm the accuracy of any references to Senegalese regulatory bodies and production sharing contract compliance in the sanctions risk factors. This primarily concerns Risk Factor 3 (use of proceeds for Cayar Phase II development) and any incidental references to Senegalese operations in Risk Factors 1 and 4. Claire Dempsey will send draft risk factors to Theron Moss & Associates SARL by April 29, 2025 (Action Item #3).
D. Coordination with Whitfield Baxter & Cohn LLP (Initial Purchasers' Counsel)
Once the internal C&H review process is complete — including final sign-off by Jennifer Kwon — the clean risk factor text will be shared with Harrison Cates and Priya Naveen at Whitfield Baxter & Cohn LLP ("WBC"), counsel to the Initial Purchasers (Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC). WBC will review the risk factor text for adequacy from the Initial Purchasers' perspective and may provide comments. Any WBC comments will be reviewed and addressed by the C&H team before incorporation into the final OM.
Critical reminder from Jennifer Kwon: Do NOT share this internal drafting notes memorandum, the marginal commentary, or any version of the risk factors containing tracked changes, internal annotations, or strategic drafting observations with WBC. The only document to be shared with WBC is the clean OM Supplement — Risk Factors: Sanctions, OFAC, and Anti-Corruption (om-risk-factors-sanctions.docx), which contains the final clean text of the five risk factors without internal commentary. This restriction is essential to preserving the attorney-client privilege and work product protection applicable to this memorandum.
E. Coordination with ESG Risk Factor Drafting
The OM includes a separate set of ESG and climate-related risk factors (om-risk-factors-esg-climate.docx), drafted by a separate team within C&H. While the sanctions/OFAC risk factors and the ESG risk factors address distinct subjects, both sets of risk factors reference Dunmore's Nigerian operations. It is important to ensure that there is no overlap or inconsistency between the two sets of risk factors with respect to the description of Dunmore's Nigerian operations, asset base, or regulatory environment.
Claire Dempsey has reviewed the ESG risk factor drafting memo and confirms that there is no direct overlap with the sanctions risk factors. The ESG risk factors address environmental compliance, community relations, and climate-related transition risks associated with the Nigerian operations, but do not address sanctions or OFAC compliance. However, both the sanctions risk factors and the ESG risk factors describe Dunmore's Nigerian operations, including OML 47 and OML 63, and it is important that the factual descriptions (proved reserves, PV-10, geographic location, counterparty relationships) are consistent across both sets of risk factors.
F. Coordination with the 10b-5 Disclosure Letter
Calderwood & Harkness LLP will deliver a negative assurance letter (commonly referred to as a "10b-5 letter" by reference to Rule 10b-5 under the Securities Exchange Act of 1934, as amended) to the Initial Purchasers in connection with the closing of the offering. This letter will cover the Final OM, including the sanctions risk factors, and will provide negative assurance that, based on C&H's review of the Final OM and participation in the offering process, nothing has come to C&H's attention that causes C&H to believe that the Final OM, as of its date and as of the closing date, contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
In order to support the delivery of this letter, the OM Backup Memorandum must document the factual basis for each material statement in the sanctions risk factors. This includes documenting (i) the source of the sanctions screening results (Sandoval report), (ii) the factual basis for the description of NNPC's back-in rights and the Nigerian regulatory framework (Abayomi Chambers confirmation), (iii) the factual basis for the Senegalese operational and regulatory descriptions (Theron Moss confirmation), (iv) the factual basis for the proved reserves and PV-10 figures (Ryder Scott reserve report), and (v) the factual basis for the description of Dunmore's compliance program (management representations and due diligence interviews). Claire Dempsey is responsible for updating the OM Backup Memorandum with these sources (Action Item #8, due May 12, 2025).
VII. Open Items and Action Items
The following table summarizes the open items and action items arising from this drafting notes memorandum. Each item is assigned to a specific owner with a target completion date and current status.
Note: Any changes to the status of these action items should be communicated promptly to Jennifer Kwon and Claire Dempsey. If any action item cannot be completed by its target date, the responsible owner should notify Jennifer Kwon immediately so that contingency plans can be made.
VIII. Appendix A — Redline Markup of Risk Factor Text
The full tracked-changes version of the five risk factors is attached as Appendix A to this memorandum in Ashbury Holdings Word format. The tracked-changes document shows the following layers of edits:
• Claire Dempsey initial draft (April 27, 2025): Insertions shown in red; this represents the base draft prepared from precedent language adapted for Dunmore's specific factual profile.
• Jennifer Kwon comments (April 28, 2025): Insertions shown in blue; marginal comments in comment bubbles. JK's comments address substantive points including the addition of secondary sanctions language, strengthening of the U.S. nexus analysis, cross-references to Indenture covenants, and refinement of the NNPC-related disclosure.
• Resolution status: Each comment in the tracked-changes document is marked with one of the following statuses:
• Accepted: The comment has been accepted and the corresponding revision has been incorporated into the working draft.
• Pending: The comment has been reviewed but requires further action (e.g., confirmation from local counsel, finalization of Indenture terms) before it can be resolved.
• Revised: The comment prompted a revision that differs from the specific change suggested in the comment; the revision reflects a synthesis of JK's comment and CD's additional analysis.
The tracked-changes document is saved as appendix-a-risk-factors-redline.docx and has been distributed to the internal matter team via the secure C&H document management system. This document is subject to the same privilege and confidentiality restrictions as this memorandum and must not be shared outside Calderwood & Harkness LLP.
IX. Appendix B — Key Defined Terms for Sanctions Risk Factors
The following table sets forth the defined terms used in the sanctions risk factors and their corresponding definitions as used in the Indenture and Purchase Agreement. Eric Johannsen is responsible for confirming that these definitions are aligned with the execution versions of the Indenture and Purchase Agreement (Action Item #1).
X. Appendix C — Summary of Screening Results (Cross-Reference)
This appendix provides a brief summary of the sanctions screening results, cross-referencing the detailed Counterparty and JV Partner Sanctions Checklist (counterparty-sanctions-checklist.xlsx) and the Sanctions Screening Results Summary (sanctions-screening-results-summary.docx) prepared by Calderwood & Harkness LLP based on the Sandoval Compliance Solutions LLC report.
Note: The screening results are current as of April 25, 2025. Sanctions lists are updated on a rolling basis, and new designations may occur at any time. The Post-Closing Sanctions Monitoring Protocol requires quarterly rescreening of all entities and individuals covered by the initial screening. Any hits identified in future screenings will be reported to the C&H matter team and, if material, will require assessment of whether supplemental disclosure is required.
The number of entities and individuals screened will be confirmed upon receipt of the final Sandoval report and reflected in the OM Backup Memorandum (Action Item #8).
— END OF MEMORANDUM —
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
| Calderwood & Harkness LLP | 425 Lexington Avenue, New York, NY 10017 |
| Matter No. 1016-00003 | Dunmore Energy Holdings Ltd. — $850,000,000 9.375% Senior Secured Notes due 2032 |
This memorandum is not for distribution outside Calderwood & Harkness LLP. Distribution does not waive any applicable privilege. This document contains the mental impressio