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Dunmore Energy Holdings M&A / Corporate 12 docs · open →

Document types detected

Engagement letter5

Analysis / memo4

Contract / agreement1

Other1

Correspondence1

Parties across the matter

Associates IncChain Dunmore Energy Holdings LtdDunmore Energy Holdings LtdDunmore Renewables IncHARKNESS LLPHarkness LLPMeridian Technical Advisors LLCPinnacle Atlantic Partners LPRidgeway Wind Energy LLCStrauss LLPTax Dunmore Energy Holdings Ltd

Chronology

2027-03-31 · term-sheet-review-memo.docx

… 31 of the calendar year following the applicable taxable year (e.g., March 31, 2027 for TY2026). (c) If the parties disagree on the verified generation data, the dispute sha …

2026-03-25 · term-sheet-review-memo.docx

… arkness LLP Robert Jansen, Associate, Calderwood & Harkness LLP DATE: March 25, 2026 RE: Review and Commentary on Indicative Term Sheet — Proposed IRC § 6418 Transfer of Prod …

2026-03-24 · irc-6418-transfer-structuring-memo.docx

… arkness LLP Robert Jansen, Associate, Calderwood & Harkness LLP Date: March 24, 2026 Re: Structuring Memorandum — IRC § 6418 Transferable Credit Monetization for the Ridgeway …

2026-03-20 · lender-consent-analysis-memo.docx

… s LLP FROM: Robert Jansen, Associate, Calderwood & Harkness LLP DATE: March 20, 2026 RE: Lender Consent Requirements Under Credit Agreement — Ridgeway Wind Energy LLC / Redst …

2026-03-18 · advisor-coordination-memo.docx

… between C&H and Grayson Birch should be scheduled during the week of March 18, 2026 to delineate scope and establish working protocols. 2. Reliance on Grayson Birch Analysi …

2026-03-14 · advisor-coordination-memo.docx

… Working Associate, Tax From: Robert Jansen, Lead Associate, Tax Date: March 14, 2026 Re: Advisor Roles, Responsibilities, and Coordination — Proposed IRC § 6418 Transfer of P …

2026-03-12 · term-sheet-review-memo.docx

… ved from Pinnacle Atlantic Partners LP ("Pinnacle" or "Buyer"), dated March 12, 2026, which was delivered to Dunmore Energy Holdings Ltd. ("DEH") by Pinnacle's outside counse …

2026-03-10 · issues-list-ptc-transfer.docx

… ided by Pinnacle. A document request was transmitted to the Client on March 10, 2026, and document production is underway. A structuring memorandum addressing the economic an …

2026-03-10 · advisor-coordination-memo.docx

… Howard Ellison through Marcus Petrov, per Sylvia Hartwell's email of March 10, 2026. An initial coordination call between C&H and Grayson Birch should be scheduled during th …

2026-03-09 · issues-list-ptc-transfer.docx

… currently in the scoping phase. The engagement was formally opened on March 9, 2026, pursuant to an engagement letter executed by Marcus Petrov, Vice President, Tax, Dunmore …

2026-03-09 · email-jansen-to-yoon-coordination.eml

… e 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 …

2026-03-09 · email-petrov-initial-scoping-call.eml

… ing in on this. For the record, the executed engagement letter dated March 9, 2026, confirms Calderwood & Harkness's scope as follows: scoping and structuring advice on the …

2026-03-09 · advisor-coordination-memo.docx

… t rates. E. Status of C&H Engagement The C&H engagement was opened on March 9, 2026, and is currently in the prospective scoping phase. The scoping-phase fee estimate, as co …

2026-03-09 · conflicts-clearance-memo.docx

… Tax Department FROM: Garrett Simmons, Associate, Tax Department DATE: March 9, 2026 RE: New Matter Conflicts Clearance — Dunmore Energy Holdings Ltd. — IRC § 6418 Transferab …

2026-03-09 · engagement-letter-deh.docx

… : (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com March 9, 2026 Via Email and Sundial Data Systems Mr. Marcus Petrov Vice President, Tax Dunmore Energy H …

2026-03-01 · entity-structure-chart.pptx

… Capital Bank, N.A. (OCC Charter No. 18742); $271.6M outstanding as of March 1, 2026 Escrow Agreement — Commonwealth Fiduciary Trust Company; Recapture Insurance — Northfield …

2026-03-01 · irc-6418-transfer-structuring-memo.docx

… sponding to construction milestones. Outstanding Loan Principal as of March 1, 2026: $271,600,000. Principal amortization of $16,800,000 has occurred since the loan's conver …

2026-03-01 · issues-list-ptc-transfer.docx

… proximately 70% of the total Project cost (loan-to-cost ratio). As of March 1, 2026, the outstanding principal balance under the Credit Agreement is approximately $271.6 mil …

2026-03-01 · lender-consent-analysis-memo.docx

… ent and the funding schedule set forth in the Credit Agreement. As of March 1, 2026, the outstanding principal balance under the Credit Agreement is $271,600,000. Principal …

2026-03-01 · term-sheet-review-memo.docx

… er No. 18742), and $123.6 million in equity contributed by DRI. As of March 1, 2026, the outstanding principal balance under the Redstone credit facility is $271.6 million. …

2026-03-01 · advisor-coordination-memo.docx

… ich approximately $271,600,000 in principal remains outstanding as of March 1, 2026. D. The Proposed Transaction DEH proposes, through its wholly owned subsidiary chain (DRI …

2026-03-01 · conflicts-clearance-memo.docx

… dated March 28, 2023 (collectively, the "Financing Documents"). As of March 1, 2026, the outstanding principal balance under the credit facility is approximately $271,600,00 …

2026-01-01 · irc-6418-transfer-structuring-memo.docx

… 25. The facility was placed in service on November 14, 2025 (prior to January 1, 2026), satisfying the placed-in-service requirement for PTC eligibility. Under the IRA's trans …

2025-12-31 · irc-6418-transfer-structuring-memo.docx

… le by the IRA's enhanced tax credit regime. For the fiscal year ended December 31, 2025, DEH's consolidated revenue was approximately $1.34 billion. Notwithstanding this substan …

2025-11-18 · irc-6418-transfer-structuring-memo.docx

… ber 14, 2025, as certified by Meridian in the COD Certification dated November 18, 2025. The COD Certification confirms that all 83 turbines (plus the backup unit) were mechanic …

2025-11-14 · entity-structure-chart.pptx

… up unit; P50 net capacity factor of 38.2% Commercial Operations Date: November 14, 2025; construction started April 6, 2023; total project cost $412 million Qualifies for 5x bon …

2025-11-14 · irc-6418-transfer-structuring-memo.docx

… rules for PTC-eligible facilities. Commercial Operations Date (COD): November 14, 2025, as certified by Meridian in the COD Certification dated November 18, 2025. The COD Certi …

2025-11-14 · issues-list-ptc-transfer.docx

… ed on April 6, 2023, and the Project achieved commercial operation on November 14, 2025 (the "COD" or "Placed-in-Service Date"). The prevailing wage requirements apply to labore …

2025-11-14 · lender-consent-analysis-memo.docx

… 3, and the Project achieved its Commercial Operations Date ("COD") on November 14, 2025, in accordance with the terms of the Credit Agreement and the Engineering, Procurement, a …

2025-11-14 · ptc-credit-calculation-model.xlsx

2025-11-14 · term-sheet-review-memo.docx

… , Custer County, Montana. The Project reached commercial operation on November 14, 2025, and the PTC eligibility period runs from taxable year 2025 through taxable year 2034. Ri …

2025-11-14 · email-hartwell-to-cross-staffing.eml

… eer) on the energy production estimate and COD certification. COD was November 14, 2025. Both the production estimate and the COD certification are foundational to the credit ca …

2025-11-14 · email-jansen-to-yoon-coordination.eml

… e 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 …

2025-11-14 · email-petrov-initial-scoping-call.eml

… ment transmittals to the team. Given that the project reached COD on November 14, 2025, we'd like to move promptly. Among other things, IRS pre-filing registration for TY2025 c …

2025-11-14 · advisor-coordination-memo.docx

… il 6, 2023, and the Project achieved commercial operations ("COD") on November 14, 2025. The total project cost was approximately $412 million. The Project's energy output is co …

2025-11-14 · conflicts-clearance-memo.docx

… Custer County, Montana. The Project achieved commercial operations on November 14, 2025, as certified by Meridian Technical Advisors LLC (the independent engineer retained by DE …

2025-11-14 · engagement-letter-deh.docx

… greement. The Ridgeway Wind Project achieved commercial operations on November 14, 2025. As an operational wind facility placed in service after the enactment of the Inflation R …

2025-09-12 · irc-6418-transfer-structuring-memo.docx

… roduction estimate prepared by Meridian Technical Advisors LLC, dated September 12, 2025 (the "Energy Production Estimate"). The P50 estimate represents the median expected annua …

2025-01-01 · irc-6418-transfer-structuring-memo.docx

… wind to produce electricity and for which construction begins before January 1, 2025. Construction of the Ridgeway Wind Project commenced on April 6, 2023, which is after Dec …

2024-12-31 · irc-6418-transfer-structuring-memo.docx

… t, under the IRA, new clean energy facilities placed in service after December 31, 2024 may alternatively be eligible for the technology-neutral clean electricity PTC under IRC …