Dear Ms. Whitman,
I am a partner in the Antitrust & Competition Practice Group at Calderwood & Harkness LLP, 600 Lexington Avenue, New York, NY 10022. I am writing in connection with HSR Transaction No. 20241487, in which we represent Ardent Capital Partners III LP (the acquiring person) in its proposed acquisition of 100% of the outstanding equity of Pinnacle Health Systems, Inc.
As you may be aware, the acquiring person's HSR Notification and Report Form was filed with the FTC Premerger Notification Office on February 16, 2024, together with a request for early termination of the initial 30-day waiting period. Concurrently with the filing, we submitted a voluntary white paper providing a substantive competitive analysis of the proposed transaction. That submission addresses, among other things, the absence of horizontal overlaps between the parties in relevant product markets — specifically, ambulatory surgical center services and physician practice management services — across the relevant geographic markets. The white paper also discusses the limited and competitively insignificant nature of any vertical relationships between the acquirer's existing portfolio companies and the target.
On behalf of Ardent Capital Partners III LP, Calderwood & Harkness is available at the staff's convenience to answer any questions, provide additional information, or discuss any aspect of the transaction or the voluntary submission. We would be happy to arrange a call or meeting at whatever time works best for you. I would also note that we are coordinating with Greenvale Durneval LLP (Jonathan Felder), antitrust counsel to the acquired person, Pinnacle Health Systems, Inc., and that counsel for the acquired person is similarly available to assist the staff in its review.
Please do not hesitate to reach out to me directly at (212) 506-7183 or hbellamy@calderwoodharkness.com. My colleague Monica Reyes, the lead associate on this matter, is also available and can be reached at (212) 506-7249 or mreyes@calderwoodharkness.com.
Thank you for your attention to this matter. We look forward to facilitating an efficient review and are at your disposal should you need anything further.
Respectfully,
Howard Bellamy Partner, Antitrust & Competition Practice Group Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022 Direct: (212) 506-7183 Email: hbellamy@calderwoodharkness.com
Matter Reference: Calderwood & Harkness Matter No. 1001-00001
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