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Contract analysis / supplemental-item-4-production-letter.docx
supplemental-item-4-production-letter.docx
1003-00001 · 14 clauses
High · 0 Medium · 5 Standard · 1
I. Introduction and Purpose
I. Introduction and Purpose This firm represents Harrowgate Capital Management LLC, a Delaware limited liability company ("Harrowgate" or the "Acquiring Person"), in its capacity as the Ultimate Parent Entity of Harrowgate Private Equity Fund IV, L.P. ("HPE Fund IV"), a Delaware limited partnership, in connection with HPE Fund IV's proposed acquisition of 100% of the outstanding membership interests of Ridgemark Capi
II. Description of the Transaction Standard
⚑ Commercial term
II. Description of the Transaction As described in the HSR Notification, HPE Fund IV proposes to acquire 100% of the outstanding membership interests of Ridgemark Capital Advisors, LLC, pursuant to that certain Membership Interest Purchase Agreement dated as of June 4, 2024 (the "MIPA"), by and among HPE Fund IV, as purchaser, Ridgemark, Jonathan Kessler, Priya Narayanan, certain other employee partners of Ridgemark
III. Summary of the FTC Voluntary Access Letter Medium
⚑ Confidentiality undertaking
III. Summary of the FTC Voluntary Access Letter We acknowledge receipt of the VAL from the Bureau of Competition, Mergers IV Division, dated July 8, 2024, and transmitted to the undersigned by electronic mail on that date. We appreciate staff's willingness to engage with counsel during the initial waiting period and to identify specific areas of interest that may facilitate an efficient review of the Proposed Transac
IV. Scope of Supplemental Search
IV. Scope of Supplemental Search A. Custodians Searched In response to the VAL, Calderwood & Harkness LLP conducted supplemental document searches covering the following custodians, organized by entity:
1. Harrowgate Capital Management LLC
1. Harrowgate Capital Management LLC Principal Office: 1200 North Market Street, Suite 1400, Wilmington, DE 19801 The following custodians at Harrowgate Capital Management LLC were searched: (i) Gavin Trask, Managing Partner & Chairman. Mr. Trask serves as the senior decision-maker for Harrowgate's investment strategy and chairs the investment committee that evaluated and approved HPE Fund IV's pursuit of the Propose
2. Dunmore Asset Management LLC
2. Dunmore Asset Management LLC Principal Office: 227 West Monroe Street, Suite 4100, Chicago, IL 60606 The following custodian at Dunmore Asset Management LLC was searched: (i) Franklin Broussard, Chief Executive Officer. Mr. Broussard serves as the chief executive officer of Dunmore Asset Management LLC, an existing portfolio company of HPE Fund IV. Dunmore is an SEC-registered investment adviser with assets under
3. Greycastle Partners LLC Medium
⚑ Confidentiality undertaking
3. Greycastle Partners LLC Principal Office: 300 Atlantic Street, Stamford, CT 06901 The following custodian at Greycastle Partners LLC was searched: (i) Mitchell Avery, Managing Director. Mr. Avery is the senior investment banker at Greycastle Partners LLC who served as the lead financial advisor to HPE Fund IV in connection with the Proposed Transaction. Greycastle was retained by Harrowgate to assist in the evalua
V. Description of Documents Produced Medium
⚑ Confidentiality undertaking
V. Description of Documents Produced A total of twenty-three (23) supplemental documents are being produced with this letter. All documents are Bates-stamped SC-SUPP-0001 through SC-SUPP-0023 and are produced in native or near-native format (including PDF and, where applicable, Excel), with Bates stamps applied as a metadata endorsement. The documents are organized on the enclosed USB drive in folders corresponding t
VI. Privilege Log Medium
⚑ Confidentiality undertaking
VI. Privilege Log A privilege log identifying documents or portions of documents withheld from production on the basis of the attorney-client privilege or attorney work product doctrine is enclosed as Attachment A to this letter. The privilege log contains three (3) entries, corresponding to three documents (or portions thereof) that have been withheld from the supplemental production. Each entry on the privilege log
VII. Reservations and Limitations Medium
⚑ Liability cap to check against exposure
VII. Reservations and Limitations The Acquiring Person submits this supplemental document production subject to the following reservations and limitations: (a) This voluntary production is made without waiver of any rights, claims, or defenses that the Acquiring Person may assert in connection with any compulsory process, including but not limited to any Second Request that may be issued by the Commission under 15 U.
VIII. Identification of Counsel
VIII. Identification of Counsel Calderwood & Harkness LLP is authorized to receive all communications and correspondence on behalf of the Acquiring Person in connection with the HSR Notification, this supplemental production, and any related matters. All communications should be directed to: Howard Bellamy Partner, Antitrust & Competition Group Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 Direct
IX. Cooperation Statement
IX. Cooperation Statement The Acquiring Person is committed to full cooperation with the Commission staff to facilitate a timely and efficient review of the Proposed Transaction during the initial waiting period. We believe that the supplemental production enclosed with this letter is responsive to the requests set forth in the VAL and should provide staff with the information necessary to complete its competitive an
1. Supplemental Item 4(c) and 4(d) Document Production (SC-SUPP-0001 through SC-SUPP-0023
1. Supplemental Item 4(c) and 4(d) Document Production (SC-SUPP-0001 through SC-SUPP-0023) — 23 documents (enclosed on USB drive)
2. Attachment A: Privilege Log (3 entries)
2. Attachment A: Privilege Log (3 entries)