Catherine,
I hope this email finds you well. My name is Robert Jansen, and I am a lead associate in the Tax Department at Calderwood & Harkness LLP, 700 Fifth Avenue, 33rd Floor, New York, NY 10019. We represent Dunmore Energy Holdings Ltd. and its subsidiaries, including Ridgeway Wind Energy LLC, in connection with the proposed transfer of Production Tax Credits generated by the Ridgeway Wind Project under IRC § 6418. I understand that you and your colleagues at Hargrove, Liddell & Strauss LLP represent Pinnacle Atlantic Partners LP as the prospective transferee of the credits. Sylvia Hartwell is the responsible partner on our engagement and is copied here.
**Transaction Context**
By way of brief background for purposes of aligning our respective teams: the contemplated transaction involves a direct transfer election under IRC § 6418 of PTCs (under IRC § 45) generated by Ridgeway Wind Energy LLC, a Delaware limited liability company and wholly owned indirect subsidiary of Dunmore Energy Holdings Ltd. (through Dunmore Renewables Inc., a Delaware corporation), from the 250 MW Ridgeway Wind Project located in Custer County, Montana, to Pinnacle Atlantic Partners LP. The project achieved commercial operations on November 14, 2025.
We have reviewed the indicative term sheet previously provided by Pinnacle through your firm (via Nathaniel Strauss) outlining key commercial terms, including the proposed transfer price of $0.92 per $1.00 of credit, a 15% indemnity holdback to be escrowed with Commonwealth Fiduciary Trust Company subject to a 36-month release period, and annual lump-sum payment timing.
**Current Status and Timeline for Comments**
Our engagement is currently in the scoping and structuring phase (C&H matter number 1016-00008, opened March 9, 2026). We are coordinating with our client's independent tax advisor, Grayson Birch & Co. LLP (Howard Ellison), on the PTC eligibility analysis and IRS registration requirements under Treas. Reg. § 1.6418-4.
We anticipate providing our comments and markup on the Pinnacle indicative term sheet within approximately two weeks — targeting early April 2026. Our comments will address, among other items, seller representations, the scope and caps on indemnification obligations, the definition of disallowance events, recapture risk allocation, and payment mechanics.
**Specific Requests**
In the meantime, it would be helpful if you could confirm or provide guidance on the following three items at your convenience:
1. **Tax Insurance Counsel.** Could you confirm whether Pinnacle Atlantic Partners LP intends to engage separate tax insurance counsel or a specialized insurance advisor in connection with tax credit recapture insurance? On our side, DEH is working with Corbin Hale & Associates Inc. (Steven Rask) as insurance broker on a potential recapture insurance policy from Northfield Specialty Insurance Co. Early coordination on insurance diligence requirements between the parties' respective advisors would be helpful to keep timelines aligned.
2. **Preferred Form of Transfer Agreement.** Does Pinnacle have a preferred form or template of Transfer Agreement (i.e., tax credit purchase and sale agreement) that it would like to use as the initial draft, or would Pinnacle prefer that C&H prepare the first draft? Given that Pinnacle has previously closed approximately $1.2 billion in IRC § 6418 credit purchases across solar, wind, and battery storage projects, we expect you may have well-developed precedent documents that could serve as an efficient starting point.
3. **Governing Law.** Our understanding from the parties' indicative discussions is that New York law would govern the Transfer Agreement. Could you confirm that this remains Pinnacle's position?
**Proposed Introductory Call**
Once we have completed our initial scoping review, I would suggest scheduling a brief introductory call between the deal teams at C&H and HL&S to discuss the path forward, key open items, and timing. Nathaniel Strauss is of course welcome to join; Sylvia Hartwell would participate from our side. I would also like to flag that the IRS Energy Credits Online pre-filing registration for TY2025 is currently pending, and the timing of that registration process may have implications for the closing timeline — which we can discuss in more detail on the call. We can coordinate availability through our respective teams once the timing makes sense.
Thank you for your time, Catherine. I look forward to working with you and the HL&S team on this transaction. Please do not hesitate to reach out if you have any questions in the interim.
Best regards,
Robert Jansen Associate, Tax Department Calderwood & Harkness LLP 700 Fifth Avenue, 33rd Floor New York, NY 10019 T: (212) 555-4718 E: rjansen@calderwoodharkness.com