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Contract analysis / email-whitfield-crane-hsr-clearance.eml
email-whitfield-crane-hsr-clearance.eml
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From: Howard Bellamy <hbellamy@calderwoodharkness.com>
From: Howard Bellamy <hbellamy@calderwoodharkness.com> To: David Ostrander <dostrander@whitfieldcrane.com> Cc: Monica Reyes <mreyes@calderwoodharkness.com> Subject: HSR Clearance Obtained — Ardent Capital Partners III LP / Pinnacle Health Systems, Inc.
I am pleased to report that the FTC today granted early termination of the HSR waiting per
I am pleased to report that the FTC today granted early termination of the HSR waiting period applicable to Ardent Capital Partners III LP's proposed acquisition of 100% of the outstanding shares of Pinnacle Health Systems, Inc. (FTC Transaction No. 20241487; Early Termination Notice No. 20240683).
- Both the acquiring person and acquired person HSR notification forms were filed on Febru
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⚑ Commercial term
- Both the acquiring person and acquired person HSR notification forms were filed on February 16, 2024, with a simultaneous request for early termination. The filing fee of $280,000 was paid by Ardent Capital per EPA §5.4(a). - The original 30-day initial waiting period would have expired on March 17, 2024; early termination was granted nine days ahead of that date. - No Second Request was issued, and we received no
With early termination granted, the mutual condition to closing set forth in Section 6.1(c
With early termination granted, the mutual condition to closing set forth in Section 6.1(c) of the Equity Purchase Agreement dated January 31, 2024 — requiring expiration or early termination of the applicable HSR waiting period — has been satisfied. Your team may proceed toward closing without any further antitrust conditions or regulatory impediments under the HSR Act.
We are separately notifying Fendowell Thornton LLP (Kate Yardley) and Greenvale Durneval L
We are separately notifying Fendowell Thornton LLP (Kate Yardley) and Greenvale Durneval LLP (Jonathan Felder) on the target side, and are also updating Julian Desmond and Priya Chandrasekar at Ardent Capital Management directly.
On next steps from our end: the early termination notice is expected to be published in th
On next steps from our end: the early termination notice is expected to be published in the Federal Register in the coming days, consistent with standard FTC practice. We will prepare the HSR clearance officer's certificate for delivery at closing as a closing deliverable.
Please let me know if you or your team have any questions. Happy to discuss at your conven
Please let me know if you or your team have any questions. Happy to discuss at your convenience.
Howard Bellamy
Howard Bellamy Partner, Antitrust & Competition Practice Group Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022 T: (212) 455-7800 E: hbellamy@calderwoodharkness.com
Calderwood & Harkness Matter No. 1001-00001
Calderwood & Harkness Matter No. 1001-00001 Transaction: Ardent Capital Partners III LP / Pinnacle Health Systems, Inc. (EV $952M)
CONFIDENTIALITY NOTICE: This email and any attachments are for the exclusive and confident
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⚑ Non-compete / exclusivity restraint
CONFIDENTIALITY NOTICE: This email and any attachments are for the exclusive and confidential use of the intended recipient(s). This communication may contain information that is privileged, confidential, and exempt from disclosure under applicable law, including attorney-client privilege and attorney work product doctrine. If you are not the intended recipient, any use, dissemination, distribution, or copying of thi