1001-00001 · Ardent Capital Partners · FTC/DOJ Correspondence

ftc-pno-filing-receipt-annotated.docx DOCUMENT Antitrust

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CALDERWOOD & HARKNESS LLP FILE COPY

Matter No.: 1001-00001 Client: Ardent Capital Partners III LP Matter Description: HSR Filing — Acquisition of Pinnacle Health Systems, Inc. Filed by: Monica Reyes, Lead Associate Date Received and Annotated: February 16, 2024

PART I: ORIGINAL FTC PREMERGER NOTIFICATION OFFICE CONFIRMATION LETTER

UNITED STATES FEDERAL TRADE COMMISSION

Bureau of Competition

Premerger Notification Office

600 Pennsylvania Avenue, NW Washington, DC 20580

February 16, 2024

Howard Bellamy, Esq. Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022

(Counsel for the Acquiring Person)

Re: Premerger Notification Filing — HSR Transaction No. 20241487 Acquiring Person: Ardent Capital Partners III LP Acquired Person: Pinnacle Health Systems, Inc.

Dear Mr. Bellamy:

The Premerger Notification Office of the Federal Trade Commission hereby confirms receipt, on February 16, 2024, of the Notification and Report Form filed pursuant to Section 7A of the Clayton Act (15 U.S.C. § 18a) and the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules promulgated thereunder at 16 C.F.R. Parts 801–803. The filing was submitted on behalf of the acquiring person, Ardent Capital Partners III LP, a Delaware limited partnership. The acquired person identified in the filing is Pinnacle Health Systems, Inc., a Delaware corporation.

The filing has been assigned Transaction No. 20241487. All future correspondence and inquiries regarding this transaction should reference this number to ensure proper identification and processing by Commission staff.

The Premerger Notification Office confirms that the filing fee in the amount of $280,000 has been received and processed. The fee has been calculated on the basis of the aggregate total amount of voting securities and assets of the acquired person valued at $952,000,000, which falls within the $500,000,000 to less than $1,000,000,000 tier under the 2024 Federal Trade Commission filing fee schedule, as adjusted pursuant to the Merger Filing Fee Modernization Act of 2022.

Please be advised that the initial thirty (30) calendar-day waiting period under 15 U.S.C. § 18a(b)(1)(B) commenced on February 16, 2024, which is the date on which both the acquiring person's and the acquired person's Notification and Report Forms were received by the Premerger Notification Office. Accordingly, unless earlier terminated or extended by the issuance of a Request for Additional Information and Documentary Material ("Second Request"), the waiting period will expire at 11:59 p.m. Eastern Time on March 17, 2024.

The Premerger Notification Office acknowledges that the acquiring person has requested early termination of the waiting period pursuant to 15 U.S.C. § 18a(b)(2). If early termination is granted by the Commission and the Assistant Attorney General of the Antitrust Division of the Department of Justice, notice of such early termination will be given to the filing parties and published in the Federal Register in accordance with applicable procedures.

Please note that receipt of the Notification and Report Form and commencement of the waiting period does not constitute a determination by the Commission or the Premerger Notification Office that the filing is complete in all respects or that all items required by the Notification and Report Form and the applicable rules have been provided. The staff reserves the right to contact counsel if any deficiencies in the filing are identified. Furthermore, the Commission and the Assistant Attorney General may, at any time before the expiration of the waiting period, issue a Request for Additional Information and Documentary Material pursuant to 15 U.S.C. § 18a(e)(1), which would extend the waiting period for an additional thirty (30) days from the date of substantial compliance by the acquiring person with such request, or for such further period as the parties may agree.

For questions regarding this filing or the status of the waiting period, please contact the Premerger Notification Office at (202) 326-3100. Substantive inquiries regarding the competitive review of this transaction may be directed to the staff attorney assigned to the matter, whose identity will be communicated to you under separate cover upon assignment.

Sincerely,

Katherine M. Driscoll Compliance Specialist Premerger Notification Office Bureau of Competition Federal Trade Commission

PART II: CALDERWOOD & HARKNESS ANNOTATIONS BY MONICA REYES

The following annotations were made by Monica Reyes, Lead Associate, upon receipt and review of the FTC Premerger Notification Office confirmation letter on February 16, 2024. These annotations are reproduced below from the handwritten margin notes, appended notes, and sticky-note memoranda affixed to the original file copy of the letter.

Annotation 1 — Handwritten / Margin Note (Top Right of Letter)

"Received via FTC e-filing portal confirmation and hard copy — 2/16/2024 at approx. 3:45 PM ET. Filed to matter file; copy forwarded to H. Bellamy and E. Nguyen same day."

— MR

Annotation 2 — Margin Note Adjacent to Paragraph 4 (Waiting Period)

"30-day waiting period commenced: February 16, 2024."

"Waiting period expiration: March 17, 2024 (Sunday — note: FTC counts calendar days; expiration is midnight ET on March 17). The fact that March 17 falls on a Sunday does not extend the waiting period to the next business day. Under longstanding FTC practice and 16 C.F.R. § 803.10(b), the waiting period expires by its terms on the 30th calendar day regardless of whether that day is a weekend or federal holiday."

"If Second Request issued on or before March 17, waiting period extended — additional 30 days from date of substantial compliance."

"No Second Request expected per our preliminary risk assessment (see memo dated Feb. 5, 2024, circulated to H. Bellamy, J. Desmond, and P. Chandrasekar). Market concentration analysis supports conclusion that the transaction does not raise material horizontal or vertical competitive concerns in any relevant product or geographic market."

— MR

Annotation 3 — Margin Note Adjacent to Paragraph 5 (Early Termination)

"Early termination requested in both acquiring person and acquired person filings on 2/16/2024. Both filing persons checked the box requesting early termination on the face of their respective Notification and Report Forms."

"Voluntary submission / white paper filed concurrently with the Notification and Report Form — supports grant of early termination by providing the reviewing staff with a summary of the competitive landscape, identification of the relevant product and geographic markets, and an explanation of why the proposed transaction does not raise competitive concerns warranting further investigation."

"Monitor FTC early termination page (https://www.ftc.gov/enforcement/premerger-notification-program/early-termination-notices) and Federal Register for publication of grant of early termination."

"Deadline to track: If ET not granted, waiting period expires March 17, 2024."

— MR

Annotation 4 — Margin Note Adjacent to Paragraph 2 (Transaction Number)

"FTC Transaction No. 20241487 — use in all future correspondence with PNO and FTC staff. Number should appear in the subject line of all written communications and should be referenced in any telephonic or in-person discussions with Commission personnel."

"Confirmed with Greenvale Durneval LLP (J. Felder, counsel for the acquired person) that acquired person filing received same Transaction No. 20241487 and that the acquired person's confirmation letter from PNO is substantively identical. Acquired person's waiting period commenced on the same date (February 16, 2024) as confirmed in PNO's letter to their counsel."

— MR

Annotation 5 — Margin Note Adjacent to Paragraph 3 (Filing Fee)

"Filing fee of $280,000 paid by Ardent Capital Partners III LP per Equity Purchase Agreement ('EPA') §5.4(a), which provides that the acquiring person shall bear all filing fees associated with the HSR filing. Wire transfer confirmed by client (D. Ostrander, Whitfield & Crane LLP, transaction counsel) on 2/14/2024. Wire reference No. FTW-2024-02-14-8876."

"Fee tier: $500M–$999.9M (transaction value $952M). Transaction size determined based on the aggregate total value of the voting securities and assets of Pinnacle Health Systems, Inc. to be acquired, as calculated in accordance with 16 C.F.R. § 801.10 and the parties' determination of the acquisition price under the EPA."

— MR

Annotation 6 — Bottom of Letter / General Notes

"Key EPA deadlines to cross-reference:"

"EPA §5.4(a): Filing deadline was 15 business days from EPA execution (January 31, 2024) = February 22, 2024 — we filed February 16, 2024 (6 business days early). Compliance with the filing covenant confirmed."

"EPA §6.1(c): Expiration or early termination of the HSR waiting period is a mutual condition to the obligation of each party to consummate the closing. Neither party is obligated to close unless and until the HSR waiting period has expired or been terminated. This condition is not waivable by either party."

"EPA §7.1(b)(ii): Either party may terminate the EPA if HSR clearance (i.e., expiration or termination of the HSR waiting period, without the issuance of a preliminary or permanent injunction by any court of competent jurisdiction) has not been obtained by the Outside Date of June 30, 2024. The Outside Date is subject to automatic extension to September 30, 2024 if, as of June 30, 2024, the only conditions to closing that remain unsatisfied are the regulatory conditions set forth in EPA §6.1(c) and §6.1(d)."

"EPA §7.3(b): Reverse termination fee of $28,560,000 (3.0% × $952,000,000) payable by Ardent Capital Partners III LP (guaranteed by Ardent Capital Management LLC under the Equity Commitment Letter) if the EPA is terminated and the transaction fails to close due to an antitrust regulatory block — i.e., if (A) the FTC or DOJ obtains a preliminary or permanent injunction blocking the transaction, and (B) the acquiring person has complied with its obligations under EPA §5.3 (antitrust efforts covenant) and §5.4 (HSR filing covenant). Note that the reverse termination fee is Pinnacle's sole and exclusive remedy in such circumstances per EPA §7.3(d)."

"FTC Staff Contact for substantive review (per PNO): To be confirmed — expect assignment to Mergers IV Division (healthcare sector). Will follow up with PNO by telephone on or about February 23, 2024 if staff attorney assignment has not yet been communicated."

"DOJ Antitrust Division: Clearance expected to be granted to FTC per interagency clearance process. Healthcare transactions are customarily cleared to the FTC. Confirmed informally with PNO staff during pre-filing consultation (January 22, 2024 call with PNO compliance specialist) that no DOJ clearance conflict is anticipated."

— MR 2/16/2024

Annotation 7 — Sticky Note / Appended Note on Follow-Up Actions

ACTION ITEMS (Reyes / Nguyen):

1. Calendar March 17, 2024 waiting period expiration as a hard deadline in the firm's docket management system. Set reminders at T-10 days (March 7), T-5 days (March 12), and T-1 day (March 16). Assign primary responsibility to M. Reyes; secondary monitoring to E. Nguyen.

2. Calendar daily check of FTC early termination list (https://www.ftc.gov/enforcement/premerger-notification-program/early-termination-notices) beginning February 26, 2024 (earliest realistic ET date — 10 calendar days post-filing). Check to be performed each business day by E. Nguyen, with escalation to M. Reyes and H. Bellamy upon identification of the transaction on the list. Also monitor Federal Register for formal publication.

3. Prepare draft client update memorandum for H. Bellamy's review. The draft should include two versions: (a) a version to be sent upon grant of early termination, and (b) a version to be sent upon expiration of the waiting period on March 17, 2024 without early termination. Both versions to be circulated to H. Bellamy for approval by February 23, 2024.

4. If Second Request received (assessed as unlikely based on preliminary risk assessment memo dated February 5, 2024), immediately notify the following persons by telephone and email, in the following order of priority: (i) Howard Bellamy, Responsible Partner, Calderwood & Harkness LLP; (ii) James Desmond, General Counsel, Ardent Capital Management LLC; (iii) Priya Chandrasekar, Managing Director, Ardent Capital Management LLC; and (iv) David Ostrander, Partner, Whitfield & Crane LLP (transaction counsel to Ardent Capital Partners III LP). Upon notification, convene an emergency call to discuss response strategy, timing, and resource allocation.

5. Upon grant of early termination (or, if early termination is not granted, upon expiration of the waiting period on March 17, 2024): (i) Notify counterparty counsel — Christina Yardley at Fendowell Thornton LLP and Jonathan Felder at Greenvale Durneval LLP — that the condition set forth in EPA §6.1(c) has been satisfied; (ii) notify transaction counsel — David Ostrander at Whitfield & Crane LLP — of the same; and (iii) coordinate with transaction counsel regarding the scheduling of the closing in accordance with EPA §2.2 (closing to occur no later than the third (3rd) business day following satisfaction or waiver of all conditions to closing set forth in Article VI of the EPA, unless otherwise agreed by the parties).

6. File the original FTC confirmation letter in the closing binder — Section: Regulatory Approvals. Electronic copy to be uploaded to the closing binder on the firm's document management system and to the virtual data room maintained by Whitfield & Crane LLP. Index the document as "FTC Premerger Notification Office — Confirmation of Receipt of HSR Filing — Transaction No. 20241487 — Dated February 16, 2024."

— MR 2/16/2024

PART III: DOCUMENT FILING AND DISTRIBUTION RECORD

Distribution List

Note: The FTC confirmation letter and associated annotations have not been circulated to the client at this stage. The client — specifically James Desmond (General Counsel, Ardent Capital Management LLC) and Priya Chandrasekar (Managing Director, Ardent Capital Management LLC) — was notified of the filing and commencement of the waiting period via a separate client update email sent by Howard Bellamy on February 16, 2024 at 5:12 PM ET. The client update email is filed separately in the matter file under Sub-file: Client Correspondence.

Filing Location

Physical File:

Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022

Matter No. 1001-00001 Sub-file: HSR Filing — FTC Correspondence Document Category: Regulatory Filing Receipts

Electronic File:

C&H Document Management System Document ID: SCL-1001-00001-0042 File Path: Matters / 1001-00001 / HSR Filing / FTC Correspondence / Regulatory Filing Receipts Uploaded by: Monica Reyes (MR) Upload Date: February 16, 2024

This annotated file copy is a privileged and confidential attorney work product prepared by Calderwood & Harkness LLP in connection with the legal representation of Ardent Capital Partners III LP. This document is protected by the attorney-client privilege, the work product doctrine, and all other applicable privileges and protections. Any unauthorized review, use, disclosure, or distribution of this document is strictly prohibited.

Recipient	Format	Date Distributed	Notes
Calderwood & Harkness LLP Matter File (Matter No. 1001-00001)	Original (annotated hard copy)	February 16, 2024	Filed in Sub-file: HSR Filing — FTC Correspondence
Howard Bellamy, Responsible Partner	Hard copy (internal routing)	February 16, 2024	Routed same day via internal delivery
Elliot Nguyen, Working Associate	Hard copy (internal routing)	February 16, 2024	Routed same day via internal delivery
C&H Document Management System	Electronic copy (PDF)	February 16, 2024	Uploaded to DMS by M. Reyes; Document ID: SCL-1001-00001-0042

CALDERWOOD & HARKNESS LLP FILE COPY
Matter No.: 1001-00001 Client: Ardent Capital Partners III LP Matter Description: HSR Filing — Acquisition of Pinnacle Health Systems, Inc. Filed by: Monica Reyes, Lead Associate Date Received and Annotated: February 16, 2024
PART I: ORIGINAL FTC PREMERGER NOTIFICATION OFFICE CONFIRMATION LETTER
UNITED STATES FEDERAL TRADE COMMISSION
Bureau of Competition
Premerger Notification Office
600 Pennsylvania Avenue, NW Washington, DC 20580
February 16, 2024
Howard Bellamy, Esq. Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022
(Counsel for the Acquiring Person)
Re: Premerger Notification Filing — HSR Transaction No. 20241487 Acquiring Person: Ardent Capital Partners III LP Acquired Person: Pinnacle Health Systems, Inc.
Dear Mr. Bellamy:
The Premerger Notification Office of the Federal Trade Commission hereby confirms receipt, on February 16, 2024, of the Notification and Report Form filed pursuant to Section 7A of the Clayton Act (15 U.S.C. § 18a) and the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules promulgated thereunder at 16 C.F.R. Parts 801–803. The filing was submitted on behalf of the acquiring person, Ardent Capital Partners III LP, a Delaware limited partnership. The acquired person identified in the filing is Pinnacle Health Systems, Inc., a Delaware corporation.
The filing has been assigned Transaction No. 20241487. All future correspondence and inquiries regarding this transaction should reference this number to ensure proper identification and processing by Commission staff.
The Premerger Notification Office confirms that the filing fee in the amount of $280,000 has been received and processed. The fee has been calculated on the basis of the aggregate total amount of voting securities and assets of the acquired person valued at $952,000,000, which falls within the $500,000,000 to less than $1,000,000,000 tier under the 2024 Federal Trade Commission filing fee schedule, as adjusted pursuant to the Merger Filing Fee Modernization Act of 2022.
Please be advised that the initial thirty (30) calendar-day waiting period under 15 U.S.C. § 18a(b)(1)(B) commenced on February 16, 2024, which is the date on which both the acquiring person's and the acquired person's Notification and Report Forms were received by the Premerger Notification Office. Accordingly, unless earlier terminated or extended by the issuance of a Request for Additional Information and Documentary Material ("Second Request"), the waiting period will expire at 11:59 p.m. Eastern Time on March 17, 2024.
The Premerger Notification Office acknowledges that the acquiring person has requested early termination of the waiting period pursuant to 15 U.S.C. § 18a(b)(2). If early termination is granted by the Commission and the Assistant Attorney General of the Antitrust Division of the Department of Justice, notice of such early termination will be given to the filing parties and published in the Federal Register in accordance with applicable procedures.
Please note that receipt of the Notification and Report Form and commencement of the waiting period does not constitute a determination by the Commission or the Premerger Notification Office that the filing is complete in all respects or that all items required by the Notification and Report Form and the applicable rules have been provided. The staff reserves the right to contact counsel if any deficiencies in the filing are identified. Furthermore, the Commission and the Assistant Attorney General may, at any time before the expiration of the waiting period, issue a Request for Additional Information and Documentary Material pursuant to 15 U.S.C. § 18a(e)(1), which would extend the waiting period for an additional thirty (30) days from the date of substantial compliance by the acquiring person with such request, or for such further period as the parties may agree.
For questions regarding this filing or the status of the waiting period, please contact the Premerger Notification Office at (202) 326-3100. Substantive inquiries regarding the competitive review of this transaction may be directed to the staff attorney assigned to the matter, whose identity will be communicated to you under separate cover upon assignment.
Sincerely,
Katherine M. Driscoll Compliance Specialist Premerger Notification Office Bureau of Competition Federal Trade Commission
PART II: CALDERWOOD & HARKNESS ANNOTATIONS BY MONICA REYES
The following annotations were made by Monica Reyes, Lead Associate, upon receipt and review of the FTC Premerger Notification Office confirmation letter on February 16, 2024. These annotations are reproduced below from the handwritten margin notes, appended notes, and sticky-note memoranda affixed to the original file copy of the letter.
Annotation 1 — Handwritten / Margin Note (Top Right of Letter)
"Received via FTC e-filing portal confirmation and hard copy — 2/16/2024 at approx. 3:45 PM ET. Filed to matter file; copy forwarded to H. Bellamy and E. Nguyen same day."
— MR
Annotation 2 — Margin Note Adjacent to Paragraph 4 (Waiting Period)
"30-day waiting period commenced: February 16, 2024."
"Waiting period expiration: March 17, 2024 (Sunday — note: FTC counts calendar days; expiration is midnight ET on March 17). The fact that March 17 falls on a Sunday does not extend the waiting period to the next business day. Under longstanding FTC practice and 16 C.F.R. § 803.10(b), the waiting period expires by its terms on the 30th calendar day regardless of whether that day is a weekend or federal holiday."
"If Second Request issued on or before March 17, waiting period extended — additional 30 days from date of substantial compliance."
"No Second Request expected per our preliminary risk assessment (see memo dated Feb. 5, 2024, circulated to H. Bellamy, J. Desmond, and P. Chandrasekar). Market concentration analysis supports conclusion that the transaction does not raise material horizontal or vertical competitive concerns in any relevant product or geographic market."
— MR
Annotation 3 — Margin Note Adjacent to Paragraph 5 (Early Termination)
"Early termination requested in both acquiring person and acquired person filings on 2/16/2024. Both filing persons checked the box requesting early termination on the face of their respective Notification and Report Forms."
"Voluntary submission / white paper filed concurrently with the Notification and Report Form — supports grant of early termination by providing the reviewing staff with a summary of the competitive landscape, identification of the relevant product and geographic markets, and an explanation of why the proposed transaction does not raise competitive concerns warranting further investigation."
"Monitor FTC early termination page (https://www.ftc.gov/enforcement/premerger-notification-program/early-termination-notices) and Federal Register for publication of grant of early termination."
"Deadline to track: If ET not granted, waiting period expires March 17, 2024."
— MR
Annotation 4 — Margin Note Adjacent to Paragraph 2 (Transaction Number)
"FTC Transaction No. 20241487 — use in all future correspondence with PNO and FTC staff. Number should appear in the subject line of all written communications and should be referenced in any telephonic or in-person discussions with Commission personnel."
"Confirmed with Greenvale Durneval LLP (J. Felder, counsel for the acquired person) that acquired person filing received same Transaction No. 20241487 and that the acquired person's confirmation letter from PNO is substantively identical. Acquired person's waiting period commenced on the same date (February 16, 2024) as confirmed in PNO's letter to their counsel."
— MR
Annotation 5 — Margin Note Adjacent to Paragraph 3 (Filing Fee)
"Filing fee of $280,000 paid by Ardent Capital Partners III LP per Equity Purchase Agreement ('EPA') §5.4(a), which provides that the acquiring person shall bear all filing fees associated with the HSR filing. Wire transfer confirmed by client (D. Ostrander, Whitfield & Crane LLP, transaction counsel) on 2/14/2024. Wire reference No. FTW-2024-02-14-8876."
"Fee tier: $500M–$999.9M (transaction value $952M). Transaction size determined based on the aggregate total value of the voting securities and assets of Pinnacle Health Systems, Inc. to be acquired, as calculated in accordance with 16 C.F.R. § 801.10 and the parties' determination of the acquisition price under the EPA."
— MR
Annotation 6 — Bottom of Letter / General Notes
"Key EPA deadlines to cross-reference:"
"EPA §5.4(a): Filing deadline was 15 business days from EPA execution (January 31, 2024) = February 22, 2024 — we filed February 16, 2024 (6 business days early). Compliance with the filing covenant confirmed."
"EPA §6.1(c): Expiration or early termination of the HSR waiting period is a mutual condition to the obligation of each party to consummate the closing. Neither party is obligated to close unless and until the HSR waiting period has expired or been terminated. This condition is not waivable by either party."
"EPA §7.1(b)(ii): Either party may terminate the EPA if HSR clearance (i.e., expiration or termination of the HSR waiting period, without the issuance of a preliminary or permanent injunction by any court of competent jurisdiction) has not been obtained by the Outside Date of June 30, 2024. The Outside Date is subject to automatic extension to September 30, 2024 if, as of June 30, 2024, the only conditions to closing that remain unsatisfied are the regulatory conditions set forth in EPA §6.1(c) and §6.1(d)."
"EPA §7.3(b): Reverse termination fee of $28,560,000 (3.0% × $952,000,000) payable by Ardent Capital Partners III LP (guaranteed by Ardent Capital Management LLC under the Equity Commitment Letter) if the EPA is terminated and the transaction fails to close due to an antitrust regulatory block — i.e., if (A) the FTC or DOJ obtains a preliminary or permanent injunction blocking the transaction, and (B) the acquiring person has complied with its obligations under EPA §5.3 (antitrust efforts covenant) and §5.4 (HSR filing covenant). Note that the reverse termination fee is Pinnacle's sole and exclusive remedy in such circumstances per EPA §7.3(d)."
"FTC Staff Contact for substantive review (per PNO): To be confirmed — expect assignment to Mergers IV Division (healthcare sector). Will follow up with PNO by telephone on or about February 23, 2024 if staff attorney assignment has not yet been communicated."
"DOJ Antitrust Division: Clearance expected to be granted to FTC per interagency clearance process. Healthcare transactions are customarily cleared to the FTC. Confirmed informally with PNO staff during pre-filing consultation (January 22, 2024 call with PNO compliance specialist) that no DOJ clearance conflict is anticipated."
— MR 2/16/2024
Annotation 7 — Sticky Note / Appended Note on Follow-Up Actions
ACTION ITEMS (Reyes / Nguyen):
1. Calendar March 17, 2024 waiting period expiration as a hard deadline in the firm's docket management system. Set reminders at T-10 days (March 7), T-5 days (March 12), and T-1 day (March 16). Assign primary responsibility to M. Reyes; secondary monitoring to E. Nguyen.
2. Calendar daily check of FTC early termination list (https://www.ftc.gov/enforcement/premerger-notification-program/early-termination-notices) beginning February 26, 2024 (earliest realistic ET date — 10 calendar days post-filing). Check to be performed each business day by E. Nguyen, with escalation to M. Reyes and H. Bellamy upon identification of the transaction on the list. Also monitor Federal Register for formal publication.
3. Prepare draft client update memorandum for H. Bellamy's review. The draft should include two versions: (a) a version to be sent upon grant of early termination, and (b) a version to be sent upon expiration of the waiting period on March 17, 2024 without early termination. Both versions to be circulated to H. Bellamy for approval by February 23, 2024.
4. If Second Request received (assessed as unlikely based on preliminary risk assessment memo dated February 5, 2024), immediately notify the following persons by telephone and email, in the following order of priority: (i) Howard Bellamy, Responsible Partner, Calderwood & Harkness LLP; (ii) James Desmond, General Counsel, Ardent Capital Management LLC; (iii) Priya Chandrasekar, Managing Director, Ardent Capital Management LLC; and (iv) David Ostrander, Partner, Whitfield & Crane LLP (transaction counsel to Ardent Capital Partners III LP). Upon notification, convene an emergency call to discuss response strategy, timing, and resource allocation.
5. Upon grant of early termination (or, if early termination is not granted, upon expiration of the waiting period on March 17, 2024): (i) Notify counterparty counsel — Christina Yardley at Fendowell Thornton LLP and Jonathan Felder at Greenvale Durneval LLP — that the condition set forth in EPA §6.1(c) has been satisfied; (ii) notify transaction counsel — David Ostrander at Whitfield & Crane LLP — of the same; and (iii) coordinate with transaction counsel regarding the scheduling of the closing in accordance with EPA §2.2 (closing to occur no later than the third (3rd) business day following satisfaction or waiver of all conditions to closing set forth in Article VI of the EPA, unless otherwise agreed by the parties).
6. File the original FTC confirmation letter in the closing binder — Section: Regulatory Approvals. Electronic copy to be uploaded to the closing binder on the firm's document management system and to the virtual data room maintained by Whitfield & Crane LLP. Index the document as "FTC Premerger Notification Office — Confirmation of Receipt of HSR Filing — Transaction No. 20241487 — Dated February 16, 2024."
— MR 2/16/2024
PART III: DOCUMENT FILING AND DISTRIBUTION RECORD
Distribution List
Note: The FTC confirmation letter and associated annotations have not been circulated to the client at this stage. The client — specifically James Desmond (General Counsel, Ardent Capital Management LLC) and Priya Chandrasekar (Managing Director, Ardent Capital Management LLC) — was notified of the filing and commencement of the waiting period via a separate client update email sent by Howard Bellamy on February 16, 2024 at 5:12 PM ET. The client update email is filed separately in the matter file under Sub-file: Client Correspondence.
Filing Location
Physical File:
Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022
Matter No. 1001-00001 Sub-file: HSR Filing — FTC Correspondence Document Category: Regulatory Filing Receipts
Electronic File:
C&H Document Management System Document ID: SCL-1001-00001-0042 File Path: Matters / 1001-00001 / HSR Filing / FTC Correspondence / Regulatory Filing Receipts Uploaded by: Monica Reyes (MR) Upload Date: February 16, 2024
This annotated file copy is a privileged and confidential attorney work product prepared by Calderwood & Harkness LLP in connection with the legal representation of Ardent Capital Partners III LP. This document is protected by the attorney-client privilege, the work product doctrine, and all other applicable privileges and protections. Any unauthorized review, use, disclosure, or distribution of this document is strictly prohibited.
Recipient | Format | Date Distributed | Notes
Calderwood & Harkness LLP Matter File (Matter No. 1001-00001) | Original (annotated hard copy) | February 16, 2024 | Filed in Sub-file: HSR Filing — FTC Correspondence
Howard Bellamy, Responsible Partner | Hard copy (internal routing) | February 16, 2024 | Routed same day via internal delivery
Elliot Nguyen, Working Associate | Hard copy (internal routing) | February 16, 2024 | Routed same day via internal delivery
C&H Document Management System | Electronic copy (PDF) | February 16, 2024 | Uploaded to DMS by M. Reyes; Document ID: SCL-1001-00001-0042

CALDERWOOD & HARKNESS LLP FILE COPY

PART I: ORIGINAL FTC PREMERGER NOTIFICATION OFFICE CONFIRMATION LETTER

UNITED STATES FEDERAL TRADE COMMISSION

PART II: CALDERWOOD & HARKNESS ANNOTATIONS BY MONICA REYES

PART III: DOCUMENT FILING AND DISTRIBUTION RECORD

Record

Parties

Dates

Amounts