CONFIDENTIAL
CALDERWOOD & HARKNESS LLP
Attorneys at Law
1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006
450 Lexington Avenue, 38th Floor
Victoria Chambers Partner, White Collar & Investigations Direct: (202) 555-7814
Email: vchambers@calderwoodharkness.com
April 25, 2022
Via Hand Delivery and Electronic Mail (meredith.calloway@usdoj.gov)
Meredith Calloway, Esq. Assistant United States Attorney National Security Division Counterintelligence and Export Control Section (CES) U.S. Department of Justice 950 Pennsylvania Avenue NW Washington, DC 20530
Re: Grand Jury Subpoena No. GJ No. 22-418; In the Matter of Dunmore Energy Holdings Ltd. Matter No.: 1016-00009
Dear Ms. Calloway:
I. Statement of Representation and Purpose of Letter
This firm, Calderwood & Harkness LLP, represents Dunmore Energy Holdings Ltd. ("Dunmore" or "DEH"), an exempted company incorporated with limited liability under the laws of the Cayman Islands (Company Registration No. MC-334821), with operational headquarters at 1200 McKinney Street, Suite 3400, Houston, Texas 77010. Calderwood & Harkness was retained on April 14, 2022, by Dunmore's General Counsel, Marcus Wellbourne, Esq., to represent the company in connection with the above-referenced grand jury proceedings and any related government inquiries.
This letter serves two purposes. First, this letter constitutes Dunmore's formal acknowledgment of receipt of grand jury subpoena GJ No. 22-418, as described more fully below. Second, this letter sets forth a respectful request for an extension of the return date currently set forth in the subpoena, together with the factual and logistical bases supporting that request.
For the avoidance of doubt, we wish to confirm the relevant staffing within our firm. Howard Quinn, Partner in Calderwood & Harkness's New York office, serves as the billing partner on this matter. I, Victoria Chambers, Partner in the Washington, D.C. office, serve as the responsible partner for all aspects of the engagement and am the primary point of contact for all communications with the Department of Justice. Additional team members are identified in Section VIII of this letter.
II. Acknowledgment of Receipt of Grand Jury Subpoena
We hereby acknowledge, on behalf of Dunmore, the receipt of grand jury subpoena GJ No. 22-418, issued by the United States District Court for the District of Columbia, on behalf of Grand Jury 22-2. The subpoena was served on April 19, 2022, upon Dunmore's registered agent in Houston, Texas. Service was effected through Dunmore upstream Americas LLC ("DUA"), a Delaware limited liability company (EIN 84-2937561) located at 1200 McKinney Street, Suite 3400, Houston, Texas 77010, which serves as the domestic operating subsidiary through which Dunmore conducts its United States upstream activities and which functions as Dunmore's agent authorized to accept service of process in the United States.
We note that the subpoena as served carries a current return date of May 19, 2022. We further confirm that Dunmore takes its obligations under the subpoena with the utmost seriousness and is committed to making a complete and thorough production of all responsive, non-privileged documents in accordance with the subpoena's directives and any agreements reached between counsel regarding the scope, format, and timing of such production.
III. Summary of Subpoena Scope
The subpoena seeks the production of documents falling within six enumerated categories, each covering the period from January 1, 2019 to the present. For the convenience of this correspondence, and to ensure that we have correctly identified the scope of the government's requests, we summarize those categories as follows:
(a) All documents related to Petronova Trading FZE, a Free Zone Establishment organized and existing under the laws of the Jebel Ali Free Zone, United Arab Emirates, including but not limited to contracts, invoices, shipping documentation, bills of lading, correspondence, and due diligence or know-your-customer files relating to Petronova Trading FZE or any of its principals, beneficial owners, agents, or affiliates;
(b) All documents related to Volkhov Industrial Group JSC, a Joint Stock Company organized under the laws of the Russian Federation, with its principal offices in Moscow, Russia, including but not limited to contracts, purchase orders, invoices, communications, financial records, and compliance or sanctions screening records relating to Volkhov Industrial Group JSC or any of its subsidiaries, affiliates, officers, directors, or beneficial owners;
(c) All documents related to Zenith Petroleum DMCC, a company organized under the authority of the Dubai Multi Commodities Centre, Dubai, United Arab Emirates, including but not limited to trading contracts, swap agreements, confirmations, settlement statements, correspondence, and compliance files relating to Zenith Petroleum DMCC;
(d) All documents related to Caspian Logistik GmbH, a company organized under the laws of the Federal Republic of Germany, with its registered office in Hamburg, Germany, including but not limited to logistics agreements, freight forwarding contracts, shipping records, invoices, communications, and any due diligence or compliance records relating to Caspian Logistik GmbH;
(e) Any and all documents relating to any transaction involving Russian-origin crude oil or refined petroleum products, including but not limited to purchase agreements, sale agreements, swap agreements, certificates of origin, bills of lading, vessel charter parties, inspection certificates, letters of credit, and payment instructions; and
(f) Any and all documents relating to any export of oilfield equipment or components to Russia, the Republic of Belarus, or to any entity appearing on the Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and blocked Persons List ("SDN List"), the Bureau of Industry and Security ("BIS") Entity List, or the BIS Denied Persons List, including but not limited to export license applications, deemed export analyses, end-user statements, end-use certificates, shipping records, and related correspondence.
We acknowledge both the breadth and the significance of these requests. We understand that the government's interest extends to the full range of documentary evidence bearing on Dunmore's commercial relationships with the named entities and its broader activities relating to Russian-origin petroleum and controlled oilfield equipment exports. We are committed to conducting a thorough and diligent search for responsive materials across all of Dunmore's business operations.
IV. Description of Dunmore's Business and Global Operations Relevant to Collection Complexity
In order to provide context for the extension request set forth below, we believe it is important to describe the scope and complexity of Dunmore's global operations, which directly affect the volume, geographic dispersion, and accessibility of potentially responsive documents.
Dunmore Energy Holdings Ltd. is a privately held strategic energy company engaged in oil and gas exploration, production, and trading, as well as renewable energy development. The company employs approximately 3,200 individuals globally and reported fiscal year 2021 revenue of approximately $4.87 billion, as reflected in its audited financial statements prepared by Ashford & Whitmore LLP.
Dunmore's corporate structure encompasses multiple operating subsidiaries across several jurisdictions, each of which maintains its own document repositories, information technology systems, and communications platforms. The subsidiaries most likely to possess documents responsive to the subpoena include the following:
• Dunmore Trading International Ltd. ("DTI"), Level 14, Gate Building 3, Dubai International Financial Centre, P.O. Box 506774, Dubai, United Arab Emirates (DIFC License No. CL-4827). DTI is the principal entity whose trading desk activities, counterparty relationships, and transactional documentation are implicated by the subpoena. DTI functions as Dunmore's central hub for international crude oil and refined products trading and maintains relationships with multiple counterparties across the Middle East, Africa, and Europe.
• Dunmore upstream Americas LLC ("DUA"), 1200 McKinney Street, Suite 3400, Houston, Texas 77010. DUA manages Dunmore's upstream exploration and production activities in the Western Hemisphere and serves as the company's principal U.S. presence.
• Dunmore Renewables GmbH, Überseeallee 12, 20457 Hamburg, Germany. This subsidiary manages Dunmore's European renewable energy portfolio, but also shares administrative, logistics, and compliance infrastructure with the broader Dunmore group that may house responsive records, particularly in relation to Caspian Logistik GmbH.
• Dunmore Exploration West Africa Ltd. ("DEWA"), 14B Kofo Abayomi Street, Victoria Island, Lagos, Nigeria. DEWA conducts exploration and production operations in West Africa and, due to its proximity to certain shipping corridors and crude oil sourcing activities, may possess documents responsive to one or more categories of the subpoena.
Responsive documents are located across at least six jurisdictions: the Cayman Islands, the United Arab Emirates, the United States, the Federal Republic of Germany, the Federal Republic of Nigeria, and the United Kingdom. Calderwood & Harkness's preliminary assessment, based on discussions with Dunmore's information technology and records management personnel, indicates that collection efforts will need to span multiple physical office locations, data centers, cloud-hosted platforms, and email systems in each of these jurisdictions.
For completeness, we note Dunmore's ownership structure, which is relevant to understanding the company's corporate governance and the necessary internal approval processes for the scope of collection and production contemplated here. DEH's majority shareholder is Greystone Capital Partners Fund IV, L.P., which holds approximately 62.5% of the equity. Dunmore's management team holds approximately 22.5% of the equity. The remaining 15% is held by Thornbury Infrastructure Fund II, L.P. The approval of certain categories of document production, particularly those involving competitively sensitive trading strategies and proprietary financial information, may require coordination with Dunmore's board and, in certain instances, its equity holders.
V. Reasons Necessitating Extension of Return Date
We respectfully submit that an extension of the return date is warranted and, indeed, necessary to ensure that Dunmore's document production is complete, accurate, and responsive to the full scope of the subpoena. The reasons supporting this request are set forth in detail below.
A. Volume and Geographic Dispersion of Potentially Responsive Documents
As described in Section IV above, Dunmore's global operations generate and store documents across multiple data repositories in six jurisdictions. Potentially responsive documents include, but are not limited to, the following categories: trading records (including term contracts, spot confirmations, swap confirmations, and settlement documentation); compliance files (including know-your-customer files, sanctions screening records, anti-money laundering due diligence, and export control analyses); financial records (including general ledger entries, accounts payable and receivable records, bank statements, wire transfer records, and letters of credit); communications (including email, instant messaging via Vireo Software, Northgate Data Systems, and Meridian Services Inc.); shipping and logistics documents (including bills of lading, vessel nominations, charter party agreements, inspection reports, and certificates of origin); and counterparty due diligence files.
Our initial assessment, based on preliminary discussions with Dunmore's Chief Information Officer, Rajesh Nandakumar, and its Director of Records Management, Catherine Voss, indicates that the volume of potentially responsive documents will be substantial. Preliminary estimates suggest that the universe of documents requiring collection, processing, de-duplication, and review will number in the millions of individual documents, spanning multiple electronic and hard-copy repositories. The sheer volume of this material — much of which is maintained in different systems and formats across different subsidiaries — requires significant time to collect, process, and review in a manner that ensures no responsive documents are overlooked.
Furthermore, the documents are maintained in multiple languages, including English, Arabic, German, French, and Russian. Translation and review of foreign-language documents will impose additional time and resource requirements on the review process.
B. Cross-Border Data Collection and Privacy Law Considerations
The collection and transfer of documents from several of Dunmore's foreign subsidiaries implicate a complex web of data privacy and data protection laws that must be carefully navigated to avoid exposing Dunmore or its subsidiaries to legal liability in the relevant foreign jurisdictions. Specifically:
• United Arab Emirates: Collection of documents from DTI in Dubai requires compliance with UAE federal data protection laws, including Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data, as well as the DIFC Data Protection Law (DIFC Law No. 5 of 2020) and its implementing regulations. The DIFC, as an independent common-law jurisdiction within the UAE, imposes distinct data protection obligations, including restrictions on the cross-border transfer of personal data that must be assessed and, where necessary, addressed through appropriate transfer mechanisms prior to the export of responsive documents from the DIFC.
• Germany: Collection from Dunmore Renewables GmbH in Hamburg must comply with the European Union's General Data Protection Regulation ("GDPR," Regulation (EU) 2016/679) and the German Federal Data Protection Act (Bundesdatenschutzgesetz, "BDSG"). The GDPR imposes significant restrictions on the transfer of personal data to countries outside the European Economic Area, including the United States, and requires the implementation of appropriate safeguards — such as standard contractual clauses or binding corporate rules — prior to any such transfer. Additionally, German law imposes obligations relating to employee data that must be carefully observed during the collection process, including, in certain circumstances, the involvement of works council representatives.
• Nigeria: Collection from DEWA in Lagos involves compliance with the Nigeria Data Protection Regulation ("NDPR"), issued by the National Information Technology Development Agency ("NITDA") in 2019, and the more recently enacted Nigeria Data Protection Act of 2023, which imposes conditions on the cross-border transfer of personal data and requires that such transfers be made only to jurisdictions with adequate data protection frameworks or pursuant to appropriate contractual safeguards.
These cross-border data protection requirements necessitate careful coordination and, in certain instances, the engagement of local counsel to ensure compliance with applicable laws. Calderwood & Harkness's London office, and specifically Amara Osei, Associate, is coordinating the cross-border data protection analysis in collaboration with our data privacy and technology practice group. We anticipate that the analysis and implementation of appropriate transfer mechanisms will require several weeks.
C. Engagement of E-discovery Vendor and Need for Technology-Assisted Review
In light of the anticipated volume of potentially responsive documents, Dunmore has retained Nexagen Analytics Inc. (100 Broadway, Suite 1400, New York, New York 10005) as its e-discovery and document review vendor for this matter (Project No. NX-DEH-2204). Nexagen is a well-established e-discovery services firm with significant experience in government investigation matters and cross-border document collections.
Nexagen is currently in the process of establishing a comprehensive collection protocol, identifying relevant custodians in consultation with Dunmore's legal and IT teams, and preparing to process documents using technology-assisted review ("TAR") methodology. TAR is a widely accepted, industry-standard methodology that employs machine-learning algorithms to prioritize and classify documents for relevance, thereby enhancing both the efficiency and accuracy of the review process. However, the effective deployment of TAR requires a carefully designed workflow, including the development of a seed set, iterative training rounds, quality control sampling, and validation testing, all of which require significant lead time to ensure the completeness and accuracy of the ultimate production.
In addition to TAR, Nexagen will need to perform initial data processing, including the extraction of text and metadata from collected files, de-duplication across custodians, and the application of date and search-term filters as initial culling mechanisms. We anticipate that the collection, processing, de-duplication, and TAR review process will require, at a minimum, six to eight weeks from the completion of data collection to the point at which a meaningful initial production can be assembled.
D. Retention of Forensic Accounting Consultant
In order to ensure the completeness of the production and to assist counsel in identifying all documents responsive to the subpoena — particularly with respect to Category (e) (Russian-origin crude oil transactions) and Category (f) (oilfield equipment exports) — Dunmore has engaged Ridgeline Advisory Group LLC (1825 Connecticut Avenue NW, Suite 400, Washington, DC 20009; Engagement No. RAG-2022-0319) to conduct forensic accounting analysis relating to the transactions at issue. The engagement is led by Dr. Margaret Liu, CPA, CFE, a recognized expert in forensic accounting and financial investigations. While the formal engagement letter is being finalized as of the date of this correspondence, we expect that the engagement will be formalized imminently and that Dr. Liu's team will commence work within the coming days.
Forensic tracing of transaction flows through intermediary accounts — including accounts at Crescent Commercial Bank PJSC in Dubai, through which certain of the relevant trading transactions were settled — will be necessary to identify and produce complete documentation of the transaction chains implicated by the subpoena. Given the multi-jurisdictional nature of the banking relationships and the involvement of multiple intermediary entities, this forensic analysis will require substantial time and resources.
E. Issuance of Litigation Hold and Preservation Efforts
On April 20, 2022 — the day following service of the subpoena — Calderwood & Harkness issued comprehensive litigation hold notices to all Dunmore entities globally. The hold notices were directed to all custodians who may possess documents responsive to the subpoena and were issued in English, Arabic, German, and French to ensure comprehension by all recipients. The notices instructed all recipients to preserve all potentially responsive documents, including electronically stored information, in their original form, and to refrain from any destruction, alteration, deletion, or modification of such materials.
Custodian identification and hold compliance verification is ongoing, particularly with respect to custodians located at DTI in Dubai, Dunmore Renewables GmbH in Hamburg, and DEWA in Lagos. Due to time zone differences, local IT infrastructure considerations, and the need to coordinate with local office administrators and IT personnel in each jurisdiction, the process of confirming receipt and acknowledgment of the litigation hold notices across all custodians requires additional time. As of the date of this letter, we have received hold acknowledgments from approximately 65% of identified custodians, and we are actively following up with the remaining individuals.
Additional time is needed to ensure that all custodians have acknowledged and complied with their preservation obligations, and that any automated deletion or data retention policies that might otherwise operate to destroy potentially responsive materials have been suspended across all systems and jurisdictions. We consider the completion of this preservation process to be an essential prerequisite to a complete and defensible document production.
F. Complexity of Underlying Transactions and Multiple Counterparties
The subpoena covers transactions spanning more than three years, from January 1, 2019 to the present. During this period, Dunmore and its subsidiaries engaged in hundreds, if not thousands, of transactions with the four named counterparties — Petronova Trading FZE, Volkhov Industrial Group JSC, Zenith Petroleum DMCC, and Caspian Logistik GmbH — as well as with numerous other entities that may have served as intermediaries, agents, or co-venturers in connection with the types of transactions described in the subpoena.
The transactional complexity is considerable. The transactions at issue include, among other things, crude oil swap transactions structured under ISDA Master Agreements and their associated confirmations; exports of oilfield equipment classified under Export Administration Regulations ("EAR") Export Control Classification Numbers ("ECCN") 2B350 and 2B999; trade finance arrangements facilitated through Crescent Commercial Bank PJSC in Dubai, including letters of credit, documentary collections, and structured trade finance facilities; and logistics arrangements involving multiple freight forwarders, vessel charters, and inspection agencies. The identification and collection of a complete documentary record for each such transaction type — spanning multiple entities, jurisdictions, and document management systems — requires careful and methodical work that cannot be responsibly completed within the original thirty-day return period.
VI. Formal Request for Extension of Return Date
For all of the foregoing reasons, we respectfully request that the return date of grand jury subpoena GJ No. 22-418 be extended from May 19, 2022 to July 19, 2022 — an extension of approximately sixty (60) days.
This extension will permit Dunmore and its counsel to:
1. Complete custodian identification and litigation hold compliance verification across all six jurisdictions in which responsive documents are believed to reside;
2. Finalize the engagement of Nexagen Analytics Inc. and commence the collection, processing, de-duplication, and technology-assisted review of electronically stored information;
3. Formalize and begin the forensic accounting engagement with Ridgeline Advisory Group LLC, including the tracing of transaction flows through intermediary banking accounts;
4. Address cross-border data protection and privacy requirements in the United Arab Emirates, Germany, and Nigeria, including the implementation of appropriate data transfer mechanisms;
5. Complete the translation and review of foreign-language documents in Arabic, German, French, and Russian; and
6. Begin substantive document review and prepare an initial production of responsive, non-privileged documents.
We wish to emphasize our willingness to discuss alternative arrangements that may be acceptable to the government. In particular, if the government would prefer to receive documents on an ongoing basis rather than in a single production at the conclusion of the extension period, we are prepared to discuss and implement a rolling production schedule on a mutually agreed timeline. Such an arrangement could, for example, prioritize the production of documents from certain custodians or subsidiaries, or from certain categories of the subpoena, in an order determined by the government's investigative needs. We are open to any reasonable arrangement that serves both the government's legitimate interests and Dunmore's ability to make a complete and accurate production.
VII. Assurances of Cooperation and Good Faith
We wish to assure the government that Dunmore is committed to full cooperation with the Department of Justice, the National Security Division, and the Counterintelligence and Export Control Section in connection with this matter. Dunmore's leadership, including its General Counsel, Mr. Wellbourne, has directed all employees and subsidiaries to cooperate fully with the company's counsel and with the government's investigation.
Dunmore is undertaking an internal investigation, conducted under the direction of Calderwood & Harkness, in good faith and with the intention of being transparent with the government regarding its findings, consistent with the company's rights and privileges. This internal investigation is being conducted in parallel with the document collection and production efforts described above, and Dunmore intends to share the results of its internal findings with the government to the extent appropriate and consistent with applicable privileges.
The extension request set forth in this letter is not made for purposes of delay. Rather, it is made to ensure the completeness, accuracy, and integrity of the document production, which we believe is in the interest of both Dunmore and the government. A rushed or incomplete production would not serve the government's investigative needs and could result in the inadvertent omission of responsive documents or the waiver of legitimate privileges.
Calderwood & Harkness will provide periodic status updates to the government during the extension period, on a schedule to be agreed upon with your office, so that the government is kept fully informed of the progress of the collection and review efforts.
Finally, we wish to confirm that Dunmore will continue to preserve all potentially responsive documents during the pendency of the extension and the investigation. Dunmore will not permit any destruction, alteration, concealment, or modification of documents, and it has implemented comprehensive measures — including the suspension of automated deletion policies and the issuance of litigation hold notices — to ensure the preservation of all relevant materials.
VIII. Identification of Key Calderwood & Harkness Personnel
For your reference, the following individuals comprise the principal members of the Calderwood & Harkness team assigned to this matter:
• Victoria Chambers, Partner — Washington, D.C. office. Responsible partner; primary point of contact for all communications with the Department of Justice, including all substantive discussions regarding the scope, timing, and format of the document production.
• Jasmine Thornton, Lead Associate — Washington, D.C. office. Day-to-day case management, including coordination of document review, custodian identification, and privilege review.
• Conrad Reeves, Senior Counsel, Export Controls & Sanctions — Washington, D.C. office. Subject-matter expertise in U.S. economic sanctions (OFAC), export controls (EAR/ITAR), and related regulatory matters, with particular focus on Categories (e) and (f) of the subpoena.
• Thomas Bradshaw, Senior Paralegal, e-discovery Lead — New York office. Oversight of document collection and production logistics, including coordination with Nexagen Analytics Inc. and management of the review platform.
We respectfully request that all further communications regarding this matter be directed to my attention at the contact information set forth below:
Victoria Chambers, Partner Calderwood & Harkness LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006 Direct: (202) 555-7814
Email: vchambers@calderwoodharkness.com
IX. Request for Confirmation
We respectfully request written confirmation from your office that the requested extension to July 19, 2022 is acceptable. We understand that this request may require consultation with Trial Attorneys Samuel Kovacs and Diana Pressman of the Counterintelligence and Export Control Section, and we are happy to accommodate any reasonable timeline for a response.
Should you wish to discuss this request by telephone or in person, I am available at your convenience. I would be pleased to meet with you and any members of the prosecution team in Washington, D.C. at any time to discuss the scope and logistics of the subpoena response, including the possibility of rolling productions, the prioritization of certain document categories, or any other arrangements that would facilitate the government's investigation.
We appreciate the government's consideration of this request and look forward to working cooperatively with your office throughout this matter. Dunmore and Calderwood & Harkness are committed to ensuring that the government receives a thorough, complete, and well-organized production of responsive documents, and we believe that the requested extension will enable us to achieve that shared objective.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Victoria Chambers Partner, White Collar & Investigations 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006 Direct: (202) 555-7814
Email: vchambers@calderwoodharkness.com
cc (via electronic mail):
Marcus Wellbourne, Esq. General Counsel Dunmore Energy Holdings Ltd. 1200 McKinney Street, Suite 3400 Houston, TX 77010
Howard Quinn, Esq. Partner, Calderwood & Harkness LLP 450 Lexington Avenue, 38th Floor New York, NY 10017
Jasmine Thornton, Esq. Associate, Calderwood & Harkness LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006
Samuel Kovacs, Esq. Trial Attorney Counterintelligence and Export Control Section National Security Division U.S. Department of Justice
Diana Pressman, Esq. Trial Attorney Counterintelligence and Export Control Section National Security Division U.S. Department of Justice
Calderwood & Harkness LLP