Jonathan,
I hope you're doing well. Following up on the coordination protocol letter that Howard Bellamy sent to you on February 5, I wanted to reach out to finalize the logistics for our simultaneous filing of both the acquiring person and acquired person HSR notification forms this Friday, February 16, 2024, in connection with the acquisition by Ardent Capital Partners III LP of 100% of the outstanding shares of Pinnacle Health Systems, Inc.
I've organized the open items below by topic to keep things streamlined.
**1. Filing Timeline / FTC E-Filing Portal Submissions**
We propose that both parties aim to submit their respective filings via the FTC's e-filing portal between 9:00 AM and 11:00 AM EST on February 16. Our plan is to submit the acquiring person's filing first thing that morning, and we will send you an email confirmation promptly upon successful submission. We'd ask that your team likewise notify me by email immediately upon successful submission of the acquired person's filing so we can confirm with the PNO that both filings have been received on the same date.
As you know, the 30-day initial waiting period will begin running from the date both filings are received — i.e., February 16 — which would place the expiration date at March 17, 2024.
**2. Filing Fee Wire Confirmation**
As the acquiring person, Ardent Capital Partners III LP is responsible for the $280,000 HSR filing fee (2024 FTC fee schedule, transaction value in the $500 million–$999.9 million tier) pursuant to Section 5.4(a) of the Equity Purchase Agreement dated January 31, 2024. We are finalizing wire instructions and will be sending those to the client tomorrow, February 14, with the expectation that the wire will settle no later than February 15 so that we can include payment confirmation with our filing on the 16th.
One question: could you confirm whether Greenvale Durneval (or Fendowell Thornton, if they are involved on the target side) will need a copy of the filing fee payment confirmation for purposes of the acquired person's filing, or will the PNO cross-reference the single fee payment to both filings? We want to make sure there is no delay on your end related to fee processing.
**3. Cross-Referencing of Transaction Descriptions**
Consistency between the two filings on the transaction description is obviously important. Following up on our email exchange from February 11 regarding NAICS code alignment, I can confirm that our acquiring person's filing uses the same codes we discussed — 621111 and 621493.
To ensure full alignment, could you share your final transaction description language from the acquired person's form (Item 3 description) when it's ready? We are happy to share our draft Item 3 description in return. In brief, our filing describes the transaction as a 100% equity acquisition (stock purchase) of Pinnacle Health Systems, Inc. at an enterprise value of approximately $952 million.
Additionally, both filings should consistently identify the Ultimate Parent Entity on the acquiring side as **Ardent Capital Management LLC** and on the acquired side as **Pinnacle Health Systems, Inc.** Please confirm that tracks with your filing.
**4. Early Termination Request**
We are requesting early termination of the waiting period in the acquiring person's filing. Could you confirm that Greenvale Durneval is likewise requesting early termination in the acquired person's filing, consistent with what was discussed in the coordination protocol letter?
I also wanted to flag that we are preparing a voluntary submission (white paper) to FTC staff, which we intend to submit on February 16 alongside our filing in support of the early termination request.
**5. Item 4(c)/4(d) Document Productions**
Our acquiring person's filing will include production of 7 responsive Item 4(c)/4(d) documents. Could you confirm the final count of responsive documents for the acquired person's production? Based on our prior discussions, we understood the number to be approximately 11 documents.
As outlined in the coordination protocol, each side's document production remains confidential to its respective filing and is not being shared between the parties.
**6. Day-of Logistics and Contact Information**
For real-time coordination on February 16, the best way to reach me is:
- **Direct:** (212) 554-8193 - **Email:** mreyes@calderwoodharkness.com
Could you let me know your preferred contact method for filing day?
If any open items remain after you've had a chance to review the above, I'm happy to set up a brief call on Thursday, February 15, to work through them.
Thank you, Jonathan — the coordination process has been very smooth, and I appreciate your team's responsiveness throughout. Please don't hesitate to reach out with any questions.
Best regards,
Monica Reyes Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022 T: (212) 554-8193 E: mreyes@calderwoodharkness.com
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