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Contract analysis / acquiring-person-hsr-form-draft.docx
acquiring-person-hsr-form-draft.docx
1001-00001 · 8 clauses
High · 1 Medium · 2 Standard · 0
1. Marlowe Asset Management Rehabilitation Holdings LLC ("Marlowe Asset Management Rehab")
1. Marlowe Asset Management Rehabilitation Holdings LLC ("Marlowe Asset Management Rehab") Marlowe Asset Management Rehabilitation Holdings LLC provides outpatient rehabilitation services, including post-surgical physical therapy, orthopedic rehabilitation, and sports medicine therapy. Marlowe Asset Management Rehab's services are distinct from the ambulatory surgical center and physician practice management services
2. Clearpath Diagnostics Inc. ("Clearpath") Medium
⚑ Liability cap to check against exposure
2. Clearpath Diagnostics Inc. ("Clearpath") Clearpath Diagnostics Inc. provides independent clinical laboratory testing services, including blood chemistry panels, hematology, microbiology, anatomic pathology, and molecular diagnostics. Clearpath's operations are limited to the tri-state area of Pennsylvania, New Jersey, and New York, and do not overlap geographically with the nine-state operating footprint of Pinnac
1. Veltrano Equity Holdings LLC (through Veltrano Equity Partners Fund V LP) — 62.3% of o
1. Veltrano Equity Holdings LLC (through Veltrano Equity Partners Fund V LP) — 62.3% of outstanding equity. Veltrano is a Dallas, Texas-based private equity firm. Veltrano acquired its controlling interest in Pinnacle in 2017 for an enterprise value of approximately $340,000,000. Since the initial acquisition, Veltrano has sponsored 19 add-on acquisitions to expand Pinnacle's ASC footprint and geographic reach. The m
2. Founder / Management Rollover Holders — 23.1% of outstanding equity. This group includ
2. Founder / Management Rollover Holders — 23.1% of outstanding equity. This group includes Dr. Marcus Ellsworth and certain other members of Pinnacle's senior management team who received or retained equity in connection with Veltrano's 2017 acquisition.
3. Minority Physician Investors — 14.6% of outstanding equity. This group consists of ind High
⚑ Penalty / liquidated damages
3. Minority Physician Investors — 14.6% of outstanding equity. This group consists of individual physicians who hold minority equity interests in Pinnacle or in individual ASC joint ventures. These physicians are typically surgeons who perform procedures at Pinnacle ASCs and who received equity interests as part of joint venture arrangements. In connection with the proposed transaction, Veltrano will sell its entire
1. Acquiring Person's UPE — Annual Financial Data: The most recent annual financial data
1. Acquiring Person's UPE — Annual Financial Data: The most recent annual financial data available for Ardent Capital Management LLC and all entities controlled by Ardent Capital Management LLC, including revenue and total asset data as required by the instructions to the Notification and Report Form.
2. Pinnacle Health Systems, Inc. — FY 2023 Audited Financial Statements: The most recent
2. Pinnacle Health Systems, Inc. — FY 2023 Audited Financial Statements: The most recent audited financial statements of the acquired person, audited by Harland & Marsh CPAs LLP (Timothy Griggs, Engagement Partner), including: • Consolidated balance sheet as of fiscal year end 2023 • Consolidated statement of income for fiscal year 2023 • Consolidated statement of cash flows for fiscal year 2023 • Notes to consolidat
3. Key Financial Metrics — Pinnacle Health Systems, Inc.: Medium
⚑ Confidentiality undertaking
3. Key Financial Metrics — Pinnacle Health Systems, Inc.: DRAFT NOTES / OPEN ITEMS TRACKER The following open items have been identified and must be resolved before this Notification and Report Form is finalized and converted to an execution version for filing. Responsibility assignments and target completion dates are noted where applicable. [End of Draft — All sections subject to revision pending resolution of open