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Contract analysis / ftc-pno-filing-receipt-annotated.docx
ftc-pno-filing-receipt-annotated.docx
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Medium · 1
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1. Calendar March 17, 2024 waiting period expiration as a hard deadline in the firm's doc
1. Calendar March 17, 2024 waiting period expiration as a hard deadline in the firm's docket management system. Set reminders at T-10 days (March 7), T-5 days (March 12), and T-1 day (March 16). Assign primary responsibility to M. Reyes; secondary monitoring to E. Nguyen.
2. Calendar daily check of FTC early termination list (https://www.ftc.gov/enforcement/pr
2. Calendar daily check of FTC early termination list (https://www.ftc.gov/enforcement/premerger-notification-program/early-termination-notices) beginning February 26, 2024 (earliest realistic ET date — 10 calendar days post-filing). Check to be performed each business day by E. Nguyen, with escalation to M. Reyes and H. Bellamy upon identification of the transaction on the list. Also monitor Federal Register for for
3. Prepare draft client update memorandum for H. Bellamy's review. The draft should inclu
3. Prepare draft client update memorandum for H. Bellamy's review. The draft should include two versions: (a) a version to be sent upon grant of early termination, and (b) a version to be sent upon expiration of the waiting period on March 17, 2024 without early termination. Both versions to be circulated to H. Bellamy for approval by February 23, 2024.
4. If Second Request received (assessed as unlikely based on preliminary risk assessment
4. If Second Request received (assessed as unlikely based on preliminary risk assessment memo dated February 5, 2024), immediately notify the following persons by telephone and email, in the following order of priority: (i) Howard Bellamy, Responsible Partner, Calderwood & Harkness LLP; (ii) James Desmond, General Counsel, Ardent Capital Management LLC; (iii) Priya Chandrasekar, Managing Director, Ardent Capital Mana
5. Upon grant of early termination (or, if early termination is not granted, upon expirat
5. Upon grant of early termination (or, if early termination is not granted, upon expiration of the waiting period on March 17, 2024): (i) Notify counterparty counsel — Christina Yardley at Fendowell Thornton LLP and Jonathan Felder at Greenvale Durneval LLP — that the condition set forth in EPA §6.1(c) has been satisfied; (ii) notify transaction counsel — David Ostrander at Whitfield & Crane LLP — of the same; and (
6. File the original FTC confirmation letter in the closing binder — Section: Regulatory
Medium
⚑ Confidentiality undertaking
6. File the original FTC confirmation letter in the closing binder — Section: Regulatory Approvals. Electronic copy to be uploaded to the closing binder on the firm's document management system and to the virtual data room maintained by Whitfield & Crane LLP. Index the document as "FTC Premerger Notification Office — Confirmation of Receipt of HSR Filing — Transaction No. 20241487 — Dated February 16, 2024." — MR 2/1