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

memo-federal-register-notice.docx DOCUMENT Antitrust

27 / 36 ← → ✕

ATTORNEY WORK PRODUCT — PRIVILEGED & CONFIDENTIAL

CALDERWOOD & HARKNESS LLP 600 Lexington Avenue New York, New York 10022

INTERNAL MEMORANDUM — FOR THE FILE

1. Purpose of Memorandum

This memorandum is prepared for the matter file in connection with the above-captioned transaction to confirm and memorialize that the Federal Trade Commission's notice of the early termination of the Hart-Scott-Rodino Act waiting period for Transaction No. 20241487 has been published in the Federal Register as of March 12, 2024.

The underlying transaction to which this memorandum relates involves the 100% equity acquisition by Ardent Capital Partners III LP ("Ardent Capital" or the "Buyer") of all outstanding shares of common stock and preferred stock of Pinnacle Health Systems, Inc. ("Pinnacle" or the "Target"), at an enterprise value of approximately $952 million, pursuant to the Equity Purchase Agreement dated January 31, 2024, by and among Ardent Capital Partners III LP, ACP III Merger Sub, Inc., Pinnacle Health Systems, Inc., and, solely for purposes of certain specified sections thereof, ACP III GP LLC, in its capacity as general partner of Ardent Capital Partners III LP (the "Equity Purchase Agreement" or "EPA"). Calderwood & Harkness LLP serves as antitrust and competition counsel to the Buyer in connection with this transaction.

This memorandum supplements and should be read in conjunction with (a) the client update email sent by Howard Bellamy, on behalf of the firm, to Julian Desmond, Managing Director of Ardent Capital Partners LLC, and Priya Chandrasekar, General Counsel of Ardent Capital Partners LLC, on March 8, 2024, at 4:47 p.m. Eastern Time, notifying the client that the FTC had granted early termination of the HSR waiting period effective that date, and (b) the letter sent by Howard Bellamy on behalf of the firm to Catherine "Kate" Yardley of Fendowell Thornton LLP, transaction counsel for the Target, dated March 11, 2024, confirming that the early termination of the HSR waiting period constitutes the satisfaction of the mutual closing condition set forth in Section 6.1(c) of the Equity Purchase Agreement.

2. Summary of Federal Register Publication

On March 12, 2024, the Federal Trade Commission published a notice in the Federal Register listing the grant of early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), 15 U.S.C. § 18a, for Transaction No. 20241487. The relevant citation is 89 Fed. Reg. 18,247 (March 12, 2024). A printed copy of the notice is appended to this memorandum as Attachment A.

This publication was made as part of the FTC's routine periodic publication of early termination notices under the HSR Act. The FTC is required by statute and regulation to publish notice of the early termination of waiting periods in the Federal Register. See 15 U.S.C. § 18a(b)(2); 16 C.F.R. § 803.11. The March 12, 2024 Federal Register notice lists multiple transactions for which early termination was granted during the immediately preceding period. Our transaction is among those enumerated.

The key details reflected in the Federal Register notice are as follows:

• Early Termination Notice No.: 20240683

• Transaction No.: 20241487

• Acquiring Person: Ardent Capital Partners III LP

• Acquired Entity: Pinnacle Health Systems, Inc.

• Date of Grant of Early Termination: March 8, 2024

The notice identifies the acquiring person as Ardent Capital Partners III LP and the acquired entity as Pinnacle Health Systems, Inc., consistent with the information set forth in the Notification and Report Forms filed with the FTC and the DOJ on February 16, 2024. No irregularities, discrepancies, or errors in the published notice have been identified.

3. Timeline Recap

For the convenience of the matter file, the following is a summary of the key dates and events on the HSR/antitrust workstream for this transaction:

1. January 31, 2024 — Execution of the Equity Purchase Agreement by and among Ardent Capital Partners III LP, ACP III Merger Sub, Inc., Pinnacle Health Systems, Inc., and ACP III GP LLC.

2. February 16, 2024 — HSR Notification and Report Forms (the "HSR Filings") were filed by both the acquiring person (Ardent Capital Partners III LP, Item 1 Person: ACP III GP LLC) and the acquired person (Pinnacle Health Systems, Inc.) with the FTC Premerger Notification Office and the Antitrust Division of the U.S. Department of Justice, pursuant to Section 7A of the Clayton Act, 15 U.S.C. § 18a, and the implementing rules set forth at 16 C.F.R. Parts 801–803. Early termination of the initial thirty-day waiting period was requested in both filings on the date of filing, February 16, 2024, in accordance with 15 U.S.C. § 18a(b)(2) and 16 C.F.R. § 803.11.

3. February 16, 2024 — Filing fee of $280,000.00 was paid by Ardent Capital Partners III LP through the FTC's online payment portal. This fee amount corresponds to the 2024 FTC filing fee schedule applicable to transactions with an aggregate total value in excess of $500 million but less than $1 billion (the "$500M–$999.9M transaction value tier"), as established under the HSR Act and as adjusted annually. See 15 U.S.C. § 18a(d)(2); FTC Premerger Notification Office, Filing Fee Information (2024). Payment of the filing fee was the obligation of the Buyer pursuant to Section 5.4(a) of the Equity Purchase Agreement.

4. March 8, 2024 — The FTC granted early termination of the initial thirty-day waiting period under the HSR Act for Transaction No. 20241487. This grant occurred nine calendar days before the natural expiration of the waiting period, which, absent early termination, would have expired at 11:59 p.m. Eastern Time on March 17, 2024 (i.e., thirty calendar days after the date on which both HSR Filings were received by the reviewing agencies, with no adjustment for weekends or holidays required for the initial waiting period under 16 C.F.R. § 803.10(b)).

5. March 8, 2024 — Client update email sent by Howard Bellamy to Julian Desmond and Priya Chandrasekar at Ardent Capital Partners LLC, notifying the client of the grant of early termination. Email confirmation also sent by the firm to David Ostrander of Whitfield & Crane LLP, transaction counsel for the Buyer, on the same date.

6. March 11, 2024 — Letter sent by Howard Bellamy to Catherine "Kate" Yardley of Fendowell Thornton LLP, transaction counsel for the Target, confirming that early termination had been granted and that the mutual closing condition set forth in EPA § 6.1(c) had been satisfied.

7. March 12, 2024 — FTC published notice of the early termination in the Federal Register (89 Fed. Reg. 18,247), as described in Section 2 of this memorandum.

It is noted for the record that no Second Request for additional information or documentary material was issued by either the FTC or the DOJ at any point during the pendency of the initial waiting period. The transaction received early termination without any additional investigative steps, supplemental information requests, voluntary access letters, or other indications of substantive concern from the reviewing agencies.

4. Consistency with Standard FTC Practice

The timing and manner of the Federal Register publication described herein are fully consistent with the FTC's standard practice. The FTC publishes early termination notices in the Federal Register on a periodic basis — typically daily on business days, or several times per week — listing all transactions for which early termination has been granted since the most recent prior publication. These notices are published as a matter of routine administrative procedure and do not involve any individualized editorial comment or substantive review at the time of publication.

In the present case, the FTC granted early termination on March 8, 2024 (a Friday), and the notice was published in the Federal Register on March 12, 2024 (a Tuesday). This four-calendar-day interval — encompassing only two business days (Monday, March 11 and Tuesday, March 12) — is fully consistent with, and in fact on the shorter end of, the FTC's typical publication timeline, which generally ranges from one to five business days following the date of the early termination grant.

For the avoidance of doubt, it is important to note that the publication of the early termination notice in the Federal Register is for public notice purposes only. The legal effect of early termination — that is, the expiration of the applicable waiting period under the HSR Act, thereby removing the statutory prohibition on consummation of the notified transaction — occurred on March 8, 2024, the date on which the FTC granted early termination. The legal significance of the early termination does not depend upon, and was not deferred pending, publication in the Federal Register. See 15 U.S.C. § 18a(b)(2) (providing that the FTC "may terminate the waiting period . . . and if the waiting period is so terminated, the Federal Trade Commission shall publish notice of such termination in the Federal Register"); 16 C.F.R. § 803.11(c). Accordingly, the parties to the Equity Purchase Agreement have been lawfully permitted to consummate the closing at any time on or after March 8, 2024, subject to the satisfaction or waiver of all other applicable closing conditions set forth in Article VI of the EPA.

5. Significance for Closing Condition Satisfaction

The early termination of the HSR waiting period, granted on March 8, 2024, satisfies the mutual condition to closing set forth in Section 6.1(c) of the Equity Purchase Agreement dated January 31, 2024. Section 6.1(c) of the EPA provides, in relevant part:

"The obligations of each of the Buyer and the Seller to consummate the Closing shall be subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the party or parties for whose benefit such condition exists) of the following conditions as of the Closing Date: . . . (c) any applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, shall have expired or been terminated."

The FTC's grant of early termination on March 8, 2024 constitutes the "terminat[ion]" of the "applicable waiting period" within the meaning of EPA § 6.1(c), and this condition is therefore satisfied.

As noted above, Calderwood & Harkness LLP previously confirmed the satisfaction of this closing condition in the following communications:

(a) Letter from Howard Bellamy to Catherine "Kate" Yardley, Fendowell Thornton LLP (transaction counsel for the Target), dated March 11, 2024, confirming that the applicable waiting period under the HSR Act has been terminated by the FTC and that Section 6.1(c) of the EPA is satisfied; and

(b) Email from Howard Bellamy to David Ostrander, Whitfield & Crane LLP (transaction counsel for the Buyer), dated March 8, 2024, confirming the grant of early termination and the resulting satisfaction of Section 6.1(c).

Neither Fendowell Thornton LLP nor any representative of Pinnacle Health Systems, Inc. has contested or raised any issue regarding the satisfaction of this condition.

The transaction remains on track for closing on or before the outside date of June 30, 2024, as specified in Section 7.1(b)(i) of the EPA. Based on the current transaction timeline as communicated by the deal team at Whitfield & Crane LLP and confirmed by the client, actual closing is expected to occur on or about May 12, 2024, subject to the satisfaction or waiver of all remaining closing conditions set forth in Article VI of the EPA, including regulatory approvals outside the United States (if any), the accuracy of representations and warranties, compliance with covenants, and the delivery of customary closing deliverables.

6. Interagency Clearance

For completeness and the matter record, it is noted that this transaction was cleared to the FTC through the standard interagency clearance process by which the FTC and the DOJ Antitrust Division allocate substantive review responsibility for premerger notifications filed under the HSR Act. The DOJ Antitrust Division cleared the transaction to the FTC, which assumed responsibility for the substantive merger review.

Within the FTC's Bureau of Competition, the transaction was assigned to the Mergers IV Division, which has oversight responsibility for transactions in the healthcare and pharmaceutical sectors, among others. The FTC staff contact assigned to the matter was Sarah Whitman, Attorney, Mergers IV Division, Bureau of Competition, Federal Trade Commission. No substantive questions, concerns, requests for voluntary information, or other investigative inquiries were raised by FTC staff during the pendency of the initial waiting period. Similarly, no communications were received from the DOJ Antitrust Division following interagency clearance to the FTC.

The absence of any Second Request, voluntary access letter, or other supplemental information request, together with the grant of early termination nine days before the natural expiration of the waiting period, indicates that the reviewing agency did not identify competitive concerns warranting further investigation of this transaction.

7. Document Retention and Filing

A printed copy of the Federal Register notice dated March 12, 2024 (89 Fed. Reg. 18,247), listing Early Termination Notice No. 20240683 for Transaction No. 20241487, has been printed and placed in the physical matter file maintained by the firm for Matter No. 1001-00001.

In addition, the FTC's online early termination database entry for Transaction No. 20241487, accessed and saved on March 12, 2024, has been preserved electronically and uploaded to the firm's document management system (Vireo Data Systems) under Matter No. 1001-00001, in the subfolder designated "HSR Filings & Clearance."

No further action is required on the HSR/antitrust workstream at this time. The sole remaining antitrust-related deliverable is the preparation of the HSR Clearance Certificate (officer's certificate), to be executed by an authorized officer of Ardent Capital Partners III LP (or its general partner, ACP III GP LLC) and delivered to the Target at or prior to the closing of the transaction, certifying that the applicable waiting period under the HSR Act has expired or been terminated. This certificate will be prepared by the firm in coordination with Whitfield & Crane LLP in advance of the anticipated closing date of May 12, 2024, and will be circulated in draft form for client review no later than April 28, 2024.

8. Attachment

Attachment A: Copy of the Federal Register notice dated March 12, 2024 (89 Fed. Reg. 18,247), listing Early Termination Notice No. 20240683, Transaction No. 20241487 (Ardent Capital Partners III LP / Pinnacle Health Systems, Inc.).

[Attachment A follows this page.]

[ATTACHMENT A]

[Federal Register Notice — 89 Fed. Reg. 18,247 (March 12, 2024)]

[See attached.]

This memorandum constitutes attorney work product prepared in anticipation of litigation or in connection with the provision of legal advice and is protected by the attorney work product doctrine and the attorney-client privilege. This memorandum is intended solely for the internal use of Calderwood & Harkness LLP and is filed for the matter record. Distribution outside the firm is not authorized without the prior written consent of the Responsible Partner.

Matter No.:	1001-00001
Date:	March 12, 2024
To:	Howard Bellamy, Responsible Partner, Antitrust & Competition Practice Group

Monica Reyes, Lead Associate, Antitrust & Competition

From:	Elliot Nguyen, Working Associate, Antitrust & Competition
Re:	Publication of FTC Early Termination Notice in Federal Register — Transaction No. 20241487 (Ardent Capital Partners III LP / Pinnacle Health Systems, Inc.)
Designation:	Attorney Work Product — Privileged & Confidential; Filed for Matter Record

ATTORNEY WORK PRODUCT — PRIVILEGED & CONFIDENTIAL
CALDERWOOD & HARKNESS LLP 600 Lexington Avenue New York, New York 10022
INTERNAL MEMORANDUM — FOR THE FILE
1. Purpose of Memorandum
This memorandum is prepared for the matter file in connection with the above-captioned transaction to confirm and memorialize that the Federal Trade Commission's notice of the early termination of the Hart-Scott-Rodino Act waiting period for Transaction No. 20241487 has been published in the Federal Register as of March 12, 2024.
The underlying transaction to which this memorandum relates involves the 100% equity acquisition by Ardent Capital Partners III LP ("Ardent Capital" or the "Buyer") of all outstanding shares of common stock and preferred stock of Pinnacle Health Systems, Inc. ("Pinnacle" or the "Target"), at an enterprise value of approximately $952 million, pursuant to the Equity Purchase Agreement dated January 31, 2024, by and among Ardent Capital Partners III LP, ACP III Merger Sub, Inc., Pinnacle Health Systems, Inc., and, solely for purposes of certain specified sections thereof, ACP III GP LLC, in its capacity as general partner of Ardent Capital Partners III LP (the "Equity Purchase Agreement" or "EPA"). Calderwood & Harkness LLP serves as antitrust and competition counsel to the Buyer in connection with this transaction.
This memorandum supplements and should be read in conjunction with (a) the client update email sent by Howard Bellamy, on behalf of the firm, to Julian Desmond, Managing Director of Ardent Capital Partners LLC, and Priya Chandrasekar, General Counsel of Ardent Capital Partners LLC, on March 8, 2024, at 4:47 p.m. Eastern Time, notifying the client that the FTC had granted early termination of the HSR waiting period effective that date, and (b) the letter sent by Howard Bellamy on behalf of the firm to Catherine "Kate" Yardley of Fendowell Thornton LLP, transaction counsel for the Target, dated March 11, 2024, confirming that the early termination of the HSR waiting period constitutes the satisfaction of the mutual closing condition set forth in Section 6.1(c) of the Equity Purchase Agreement.
2. Summary of Federal Register Publication
On March 12, 2024, the Federal Trade Commission published a notice in the Federal Register listing the grant of early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), 15 U.S.C. § 18a, for Transaction No. 20241487. The relevant citation is 89 Fed. Reg. 18,247 (March 12, 2024). A printed copy of the notice is appended to this memorandum as Attachment A.
This publication was made as part of the FTC's routine periodic publication of early termination notices under the HSR Act. The FTC is required by statute and regulation to publish notice of the early termination of waiting periods in the Federal Register. See 15 U.S.C. § 18a(b)(2); 16 C.F.R. § 803.11. The March 12, 2024 Federal Register notice lists multiple transactions for which early termination was granted during the immediately preceding period. Our transaction is among those enumerated.
The key details reflected in the Federal Register notice are as follows:
•  Early Termination Notice No.: 20240683
•  Transaction No.: 20241487
•  Acquiring Person: Ardent Capital Partners III LP
•  Acquired Entity: Pinnacle Health Systems, Inc.
•  Date of Grant of Early Termination: March 8, 2024
The notice identifies the acquiring person as Ardent Capital Partners III LP and the acquired entity as Pinnacle Health Systems, Inc., consistent with the information set forth in the Notification and Report Forms filed with the FTC and the DOJ on February 16, 2024. No irregularities, discrepancies, or errors in the published notice have been identified.
3. Timeline Recap
For the convenience of the matter file, the following is a summary of the key dates and events on the HSR/antitrust workstream for this transaction:
1.  January 31, 2024 — Execution of the Equity Purchase Agreement by and among Ardent Capital Partners III LP, ACP III Merger Sub, Inc., Pinnacle Health Systems, Inc., and ACP III GP LLC.
2.  February 16, 2024 — HSR Notification and Report Forms (the "HSR Filings") were filed by both the acquiring person (Ardent Capital Partners III LP, Item 1 Person: ACP III GP LLC) and the acquired person (Pinnacle Health Systems, Inc.) with the FTC Premerger Notification Office and the Antitrust Division of the U.S. Department of Justice, pursuant to Section 7A of the Clayton Act, 15 U.S.C. § 18a, and the implementing rules set forth at 16 C.F.R. Parts 801–803. Early termination of the initial thirty-day waiting period was requested in both filings on the date of filing, February 16, 2024, in accordance with 15 U.S.C. § 18a(b)(2) and 16 C.F.R. § 803.11.
3.  February 16, 2024 — Filing fee of $280,000.00 was paid by Ardent Capital Partners III LP through the FTC's online payment portal. This fee amount corresponds to the 2024 FTC filing fee schedule applicable to transactions with an aggregate total value in excess of $500 million but less than $1 billion (the "$500M–$999.9M transaction value tier"), as established under the HSR Act and as adjusted annually. See 15 U.S.C. § 18a(d)(2); FTC Premerger Notification Office, Filing Fee Information (2024). Payment of the filing fee was the obligation of the Buyer pursuant to Section 5.4(a) of the Equity Purchase Agreement.
4.  March 8, 2024 — The FTC granted early termination of the initial thirty-day waiting period under the HSR Act for Transaction No. 20241487. This grant occurred nine calendar days before the natural expiration of the waiting period, which, absent early termination, would have expired at 11:59 p.m. Eastern Time on March 17, 2024 (i.e., thirty calendar days after the date on which both HSR Filings were received by the reviewing agencies, with no adjustment for weekends or holidays required for the initial waiting period under 16 C.F.R. § 803.10(b)).
5.  March 8, 2024 — Client update email sent by Howard Bellamy to Julian Desmond and Priya Chandrasekar at Ardent Capital Partners LLC, notifying the client of the grant of early termination. Email confirmation also sent by the firm to David Ostrander of Whitfield & Crane LLP, transaction counsel for the Buyer, on the same date.
6.  March 11, 2024 — Letter sent by Howard Bellamy to Catherine "Kate" Yardley of Fendowell Thornton LLP, transaction counsel for the Target, confirming that early termination had been granted and that the mutual closing condition set forth in EPA § 6.1(c) had been satisfied.
7.  March 12, 2024 — FTC published notice of the early termination in the Federal Register (89 Fed. Reg. 18,247), as described in Section 2 of this memorandum.
It is noted for the record that no Second Request for additional information or documentary material was issued by either the FTC or the DOJ at any point during the pendency of the initial waiting period. The transaction received early termination without any additional investigative steps, supplemental information requests, voluntary access letters, or other indications of substantive concern from the reviewing agencies.
4. Consistency with Standard FTC Practice
The timing and manner of the Federal Register publication described herein are fully consistent with the FTC's standard practice. The FTC publishes early termination notices in the Federal Register on a periodic basis — typically daily on business days, or several times per week — listing all transactions for which early termination has been granted since the most recent prior publication. These notices are published as a matter of routine administrative procedure and do not involve any individualized editorial comment or substantive review at the time of publication.
In the present case, the FTC granted early termination on March 8, 2024 (a Friday), and the notice was published in the Federal Register on March 12, 2024 (a Tuesday). This four-calendar-day interval — encompassing only two business days (Monday, March 11 and Tuesday, March 12) — is fully consistent with, and in fact on the shorter end of, the FTC's typical publication timeline, which generally ranges from one to five business days following the date of the early termination grant.
For the avoidance of doubt, it is important to note that the publication of the early termination notice in the Federal Register is for public notice purposes only. The legal effect of early termination — that is, the expiration of the applicable waiting period under the HSR Act, thereby removing the statutory prohibition on consummation of the notified transaction — occurred on March 8, 2024, the date on which the FTC granted early termination. The legal significance of the early termination does not depend upon, and was not deferred pending, publication in the Federal Register. See 15 U.S.C. § 18a(b)(2) (providing that the FTC "may terminate the waiting period . . . and if the waiting period is so terminated, the Federal Trade Commission shall publish notice of such termination in the Federal Register"); 16 C.F.R. § 803.11(c). Accordingly, the parties to the Equity Purchase Agreement have been lawfully permitted to consummate the closing at any time on or after March 8, 2024, subject to the satisfaction or waiver of all other applicable closing conditions set forth in Article VI of the EPA.
5. Significance for Closing Condition Satisfaction
The early termination of the HSR waiting period, granted on March 8, 2024, satisfies the mutual condition to closing set forth in Section 6.1(c) of the Equity Purchase Agreement dated January 31, 2024. Section 6.1(c) of the EPA provides, in relevant part:
"The obligations of each of the Buyer and the Seller to consummate the Closing shall be subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the party or parties for whose benefit such condition exists) of the following conditions as of the Closing Date: . . . (c) any applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, shall have expired or been terminated."
The FTC's grant of early termination on March 8, 2024 constitutes the "terminat[ion]" of the "applicable waiting period" within the meaning of EPA § 6.1(c), and this condition is therefore satisfied.
As noted above, Calderwood & Harkness LLP previously confirmed the satisfaction of this closing condition in the following communications:
(a) Letter from Howard Bellamy to Catherine "Kate" Yardley, Fendowell Thornton LLP (transaction counsel for the Target), dated March 11, 2024, confirming that the applicable waiting period under the HSR Act has been terminated by the FTC and that Section 6.1(c) of the EPA is satisfied; and
(b) Email from Howard Bellamy to David Ostrander, Whitfield & Crane LLP (transaction counsel for the Buyer), dated March 8, 2024, confirming the grant of early termination and the resulting satisfaction of Section 6.1(c).
Neither Fendowell Thornton LLP nor any representative of Pinnacle Health Systems, Inc. has contested or raised any issue regarding the satisfaction of this condition.
The transaction remains on track for closing on or before the outside date of June 30, 2024, as specified in Section 7.1(b)(i) of the EPA. Based on the current transaction timeline as communicated by the deal team at Whitfield & Crane LLP and confirmed by the client, actual closing is expected to occur on or about May 12, 2024, subject to the satisfaction or waiver of all remaining closing conditions set forth in Article VI of the EPA, including regulatory approvals outside the United States (if any), the accuracy of representations and warranties, compliance with covenants, and the delivery of customary closing deliverables.
6. Interagency Clearance
For completeness and the matter record, it is noted that this transaction was cleared to the FTC through the standard interagency clearance process by which the FTC and the DOJ Antitrust Division allocate substantive review responsibility for premerger notifications filed under the HSR Act. The DOJ Antitrust Division cleared the transaction to the FTC, which assumed responsibility for the substantive merger review.
Within the FTC's Bureau of Competition, the transaction was assigned to the Mergers IV Division, which has oversight responsibility for transactions in the healthcare and pharmaceutical sectors, among others. The FTC staff contact assigned to the matter was Sarah Whitman, Attorney, Mergers IV Division, Bureau of Competition, Federal Trade Commission. No substantive questions, concerns, requests for voluntary information, or other investigative inquiries were raised by FTC staff during the pendency of the initial waiting period. Similarly, no communications were received from the DOJ Antitrust Division following interagency clearance to the FTC.
The absence of any Second Request, voluntary access letter, or other supplemental information request, together with the grant of early termination nine days before the natural expiration of the waiting period, indicates that the reviewing agency did not identify competitive concerns warranting further investigation of this transaction.
7. Document Retention and Filing
A printed copy of the Federal Register notice dated March 12, 2024 (89 Fed. Reg. 18,247), listing Early Termination Notice No. 20240683 for Transaction No. 20241487, has been printed and placed in the physical matter file maintained by the firm for Matter No. 1001-00001.
In addition, the FTC's online early termination database entry for Transaction No. 20241487, accessed and saved on March 12, 2024, has been preserved electronically and uploaded to the firm's document management system (Vireo Data Systems) under Matter No. 1001-00001, in the subfolder designated "HSR Filings & Clearance."
No further action is required on the HSR/antitrust workstream at this time. The sole remaining antitrust-related deliverable is the preparation of the HSR Clearance Certificate (officer's certificate), to be executed by an authorized officer of Ardent Capital Partners III LP (or its general partner, ACP III GP LLC) and delivered to the Target at or prior to the closing of the transaction, certifying that the applicable waiting period under the HSR Act has expired or been terminated. This certificate will be prepared by the firm in coordination with Whitfield & Crane LLP in advance of the anticipated closing date of May 12, 2024, and will be circulated in draft form for client review no later than April 28, 2024.
8. Attachment
Attachment A: Copy of the Federal Register notice dated March 12, 2024 (89 Fed. Reg. 18,247), listing Early Termination Notice No. 20240683, Transaction No. 20241487 (Ardent Capital Partners III LP / Pinnacle Health Systems, Inc.).
[Attachment A follows this page.]
[ATTACHMENT A]
[Federal Register Notice — 89 Fed. Reg. 18,247 (March 12, 2024)]
[See attached.]
This memorandum constitutes attorney work product prepared in anticipation of litigation or in connection with the provision of legal advice and is protected by the attorney work product doctrine and the attorney-client privilege. This memorandum is intended solely for the internal use of Calderwood & Harkness LLP and is filed for the matter record. Distribution outside the firm is not authorized without the prior written consent of the Responsible Partner.
Matter No.: | 1001-00001
Date: | March 12, 2024
To: | Howard Bellamy, Responsible Partner, Antitrust & Competition Practice Group
Monica Reyes, Lead Associate, Antitrust & Competition
From: | Elliot Nguyen, Working Associate, Antitrust & Competition
Re: | Publication of FTC Early Termination Notice in Federal Register — Transaction No. 20241487 (Ardent Capital Partners III LP / Pinnacle Health Systems, Inc.)
Designation: | Attorney Work Product — Privileged & Confidential; Filed for Matter Record

ATTORNEY WORK PRODUCT — PRIVILEGED & CONFIDENTIAL

Record

Parties

Dates

Amounts