Jonathan,
I hope you had a good weekend. I am writing to follow up on the coordination protocol letter that Howard Bellamy sent to you on February 5, 2024, regarding the Hart-Scott-Rodino filings in connection with Ardent Capital Partners' proposed acquisition of Pinnacle Health Systems, Inc.
As you know, we are targeting a simultaneous filing date of February 16, 2024, which is well within the 15-business-day filing deadline running from the January 31, 2024 execution of the Equity Purchase Agreement (per EPA §5.4(a), which gives us through February 22, 2024). We are in the process of finalizing the acquiring person's HSR Notification and Report Form on Ardent's behalf and wanted to reach out now to confirm alignment on a few key items—principally the NAICS code classifications used to describe Pinnacle's business operations—before both forms are finalized.
**NAICS Code Classifications for Pinnacle**
As we understand it, Pinnacle operates two primary lines of business: (1) ambulatory surgical centers (42 ASCs) and (2) physician practice management entities (31 entities), spread across nine states (NC, SC, VA, TN, GA, FL, AL, OH, and TX). In describing Pinnacle's operations in the acquiring person's form, Calderwood & Harkness proposes that both filings use the following two NAICS codes:
- **621111 — Offices of Physicians**, covering Pinnacle's physician practice management operations; and - **621493 — Freestanding Ambulatory Surgical and Emergency Centers**, covering Pinnacle's ASC operations.
We would appreciate your confirmation that Greenvale Durneval intends to use these same two NAICS codes in the acquired person's filing to describe Pinnacle's business activities. Consistency on this point is important to us because these are the same codes we have used in preparing the overlap analysis between Pinnacle and Ardent Capital's existing healthcare portfolio companies—specifically, Marlowe Asset Management Rehabilitation Holdings LLC (outpatient physical therapy services across 74 locations in TX, FL, and GA) and Clearpath Diagnostics Inc. (clinical laboratory services in PA, NJ, and NY). Both Marlowe Asset Management Rehab and Clearpath fall under different NAICS classifications, and accordingly, we do not identify any horizontal overlap with Pinnacle in the same NAICS codes. That said, we want to make sure both sides are describing Pinnacle's codes consistently so that the Premerger Notification Office does not flag any discrepancy between the two filings that could prompt unnecessary questions or delay the review process.
**Revenue Reporting**
Separately, we want to ensure that both filings report Pinnacle's revenue figures consistently. Based on the audited financial statements prepared by Harland & Marsh CPAs LLP, we intend to report Pinnacle's FY 2023 total revenue as **$637.4 million**. Could you please confirm the revenue figures Greenvale Durneval intends to use in the acquired person's form so we can verify that both sides are aligned?
**Timing and Next Steps**
A few logistical points:
- Both filings will request early termination of the waiting period. - We are targeting finalization of the acquiring person's form by **February 14**, and we would greatly appreciate your confirmation on both the NAICS codes and the revenue figures **by end of day on February 12** so that we have adequate time to reconcile any remaining discrepancies before the February 16 filing date. - If it would be helpful, we are happy to circulate a side-by-side comparison chart of the industry code and revenue entries from both forms once your team has confirmed its positions. Please let us know if that would be useful.
Thank you for the continued coordination on this, Jonathan. Please do not hesitate to call me or send an email if you have any questions or would like to discuss any of the above.
Best regards,
**Monica Reyes** Associate, Antitrust & Competition Practice Group Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022 Direct: (212) 554-7183 Email: mreyes@calderwoodharkness.com
Matter No. 1001-00001
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