David,
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).
A few key details for your records:
- 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 substantive questions or requests for additional information from FTC staff. The matter was assigned to Sarah Whitman in the Bureau of Competition, Mergers IV Division. DOJ cleared the matter to the FTC through the standard interagency clearance process.
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 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 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 convenience.
Best regards,
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 Transaction: Ardent Capital Partners III LP / Pinnacle Health Systems, Inc. (EV $952M)
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