CALDERWOOD & HARKNESS LLP Attorneys at Law 425 Lexington Avenue New York, New York 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-4001 www.calderwoodharkness.com
June 18, 2024
Howard Bellamy Partner, Antitrust & Competition Group Direct Dial: (212) 558-4173 Direct Fax: (212) 558-4274
Email: hbellamy@calderwoodharkness.com
VIA HAND DELIVERY
Premerger Notification Office Bureau of Competition Federal Trade Commission 600 Pennsylvania Avenue, N.W. Washington, D.C. 20580
Premerger Notification Office Antitrust Division U.S. Department of Justice 950 Pennsylvania Avenue, N.W. Washington, D.C. 20530
Re: Notification and Report Form Filed Pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, 15 U.S.C. § 18a, and Rules Promulgated Thereunder, 16 C.F.R. Parts 801–803
Acquiring Person: Harrowgate Capital Management LLC (as Ultimate Parent Entity)
Acquired Person: Ridgemark Capital Advisors, LLC
Dear Sir or Madam:
This firm, Calderwood & Harkness LLP, represents Harrowgate Capital Management LLC ("HCM"), a Delaware limited liability company, in its capacity as the Ultimate Parent Entity of Harrowgate Private Equity Fund IV, L.P. ("HPE Fund IV"), a Delaware limited partnership, in connection with the above-referenced transaction. The purpose of this letter is to transmit the Notification and Report Form (the "HSR Form") filed by HCM as the Acquiring Person pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), 15 U.S.C. § 18a, and the rules and regulations promulgated thereunder, 16 C.F.R. Parts 801–803 (the "Rules"). This matter is being handled under Calderwood & Harkness LLP matter number 1003-00001. The enclosed filing and accompanying materials are submitted on behalf of the Acquiring Person for purposes of complying with the premerger notification requirements of the HSR Act and the Rules.
I. Description of the Transaction
HPE Fund IV proposes to acquire one hundred percent (100%) of the outstanding membership interests of Ridgemark Capital Advisors, LLC ("Ridgemark" or "RCA"), a Delaware limited liability company and SEC-registered investment adviser (CRD No. 298174), headquartered at 600 Boylston Street, Suite 3200, Boston, Massachusetts 02116. Ridgemark is a registered investment adviser that provides portfolio management and related advisory services to institutional clients and pooled investment vehicles.
The transaction is structured as a purchase of all outstanding membership interests of Ridgemark pursuant to a Membership Interest Purchase Agreement, dated June 4, 2024 (the "MIPA"), among HPE Fund IV, as Purchaser, Ridgemark Capital Advisors, LLC, Jonathan Kessler, Priya Narayanan, other employee partners of Ridgemark (collectively, the "Sellers"), and Thornfield Growth Partners, LLC, as an additional party thereto. A copy of the MIPA (or relevant excerpts thereof as required by Item 3 of the HSR Form) is enclosed herewith.
The total enterprise value of the transaction is Three Hundred Seventy Million Dollars ($370,000,000). Upon consummation of the transaction, HCM, through HPE Fund IV, will hold, directly or indirectly, all of the outstanding membership interests of Ridgemark and will thereby obtain control of Ridgemark within the meaning of 16 C.F.R. § 801.1(b).
The Ultimate Parent Entity of the Acquiring Person is Harrowgate Capital Management LLC, the general partner of HPE Fund IV, located at 1200 North Market Street, Suite 1400, Wilmington, Delaware 19801. The Acquired Person is Ridgemark Capital Advisors, LLC.
II. Size-of-Transaction and Filing Fee
The aggregate total value of the transaction is $370,000,000, which exceeds the applicable notification threshold of $119.5 million as adjusted for fiscal year 2024 pursuant to Section 7A(a)(2) of the Clayton Act, 15 U.S.C. § 18a(a)(2), and 16 C.F.R. § 801.1(h). Accordingly, the proposed acquisition meets the size-of-transaction test for reportability under the HSR Act.
The size-of-persons test applicable to this transaction is also satisfied. HCM, as the Ultimate Parent Entity of the Acquiring Person, has total assets exceeding $23.9 billion across all managed funds and affiliated entities. Ridgemark, as the Acquired Person, has total assets of approximately $87 million (excluding client assets under management held in advisory accounts and funds managed by Ridgemark), which exceeds the $23.9 million threshold applicable under the 2024 adjusted thresholds. Both persons therefore satisfy the size-of-persons criteria set forth in 15 U.S.C. § 18a(a)(2)(B) and the Rules.
Under the 2024 filing fee schedule promulgated by the Federal Trade Commission pursuant to the Merger Filing Fee Modernization Act of 2022, the transaction value of $370,000,000 falls within the filing fee band applicable to transactions valued in excess of $173.3 million but not exceeding $536.4 million. Accordingly, the applicable filing fee for this notification is One Hundred Sixty Thousand Dollars ($160,000).
Payment of the filing fee has been made by wire transfer to the Federal Trade Commission. The wire transfer confirmation is enclosed herewith as Exhibit A to this transmittal letter.
III. NAICS Codes
The Acquired Person operates principally in the following North American Industry Classification System ("NAICS") codes:
•  523920 — Portfolio Management
•  523910 — Miscellaneous Intermediation
These codes reflect Ridgemark's primary business activities, which consist of discretionary and non-discretionary portfolio management services and related investment advisory intermediation services provided to institutional clients, endowments, pension plans, and commingled fund vehicles.
IV. Items Enclosed and Transmitted
The following materials are enclosed and transmitted herewith in connection with this filing:
Enclosure 1 — HSR Notification and Report Form. The original Notification and Report Form for the Acquiring Person (Harrowgate Capital Management LLC, as Ultimate Parent Entity), with all required items completed in accordance with the instructions to the HSR Form and the Rules. The HSR Form includes all applicable schedules, exhibits, and appendices as required.
Enclosure 2 — Certification. An executed certification of the Notification and Report Form by an authorized officer of Harrowgate Capital Management LLC, in accordance with 16 C.F.R. § 803.5. The certification has been executed by Gavin Trask, Managing Partner and Chairman of HCM, who is duly authorized to certify the accuracy and completeness of the information and documentary material contained in the HSR Form on behalf of the Acquiring Person.
Enclosure 3 — Filing Fee Wire Transfer Confirmation. Confirmation of the wire transfer of the $160,000 filing fee to the Federal Trade Commission, enclosed as Exhibit A to this transmittal letter. The wire transfer was initiated on June 17, 2024, and confirmed as received by the depository institution on the same date.
Enclosure 4 — Item 4(c) and 4(d) Document Production. Documents responsive to Items 4(c) and 4(d) of the HSR Form, produced as part of the Acquiring Person's filing. These documents relate to analyses, reports, studies, surveys, and memoranda prepared by or for officers, directors, or partners of the Acquiring Person and its controlled entities that analyze or evaluate the proposed acquisition with respect to market shares, competition, competitors, markets, potential for sales growth, or expansion into product or geographic markets. The documents produced include, among other materials, investment committee memoranda, due diligence summaries, and strategic assessments prepared by Greycastle Partners LLC, the financial advisor to the Acquiring Person in connection with the proposed transaction. All documents have been identified with Bates numbers and a privilege log has been provided to the extent any responsive documents have been withheld on the basis of attorney-client privilege or work product protection.
Enclosure 5 — Agreement. A copy of the Membership Interest Purchase Agreement, dated June 4, 2024, among HPE Fund IV, Ridgemark Capital Advisors, LLC, Jonathan Kessler, Priya Narayanan, other employee partners of Ridgemark, and Thornfield Growth Partners, LLC, or relevant excerpts thereof as required by Item 3 of the HSR Form. Confidential treatment has been requested for certain competitively sensitive provisions of the MIPA, as noted in the HSR Form.
V. Acquired Person's Filing
Please note that the Acquired Person, Ridgemark Capital Advisors, LLC, is simultaneously filing its own Notification and Report Form with the Premerger Notification Office of the Federal Trade Commission and the Premerger Notification Office of the Antitrust Division of the U.S. Department of Justice. The Acquired Person is represented by Blackwell, Oakes & Hardin LLP. Correspondence regarding the Acquired Person's filing should be directed to:
Rajesh Subramaniam, Partner Blackwell, Oakes & Hardin LLP 125 High Street, Suite 2800 Boston, Massachusetts 02110
VI. Early Termination
The Acquiring Person respectfully advises that it is not requesting early termination of the statutory waiting period in connection with this filing.
VII. Designation of Counsel for Correspondence
Calderwood & Harkness LLP is authorized to receive all correspondence, requests for additional information or documentary material (including any request issued pursuant to 15 U.S.C. § 18a(e)), and all other communications from the Federal Trade Commission and the Department of Justice on behalf of the Acquiring Person in connection with this filing. All such communications should be directed to the following contacts:
Primary Contact: Howard Bellamy, Partner Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017 Telephone: (212) 558-4173 Facsimile: (212) 558-4274
Email: hbellamy@calderwoodharkness.com
Secondary Contact: Elliot Nguyen, Associate Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017 Telephone: (212) 558-4392 Facsimile: (212) 558-4493
Email: enguyen@calderwoodharkness.com
We respectfully request that copies of all written communications be directed to both the primary and secondary contacts identified above to ensure prompt attention to any inquiries or requests from the reviewing agencies.
VIII. Waiting Period
The Acquiring Person notes that the initial thirty (30)-day waiting period under 15 U.S.C. § 18a(b)(1)(B) will commence upon the filing of this Notification and Report Form and is expected to expire at 11:59 p.m. Eastern Time on July 18, 2024, which is thirty (30) calendar days following the date of filing. The Acquiring Person understands that the transaction may not be consummated prior to the expiration or early termination of the waiting period, and confirms its intention to comply fully with this requirement.
Should you have any questions regarding this filing or require any additional information, please do not hesitate to contact me directly at the telephone number or email address set forth above.
We appreciate your prompt attention to this matter.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Howard Bellamy Partner, Antitrust & Competition Group
Enclosures:
1.  HSR Notification and Report Form (Acquiring Person — Harrowgate Capital Management LLC)
2.  Executed Certification (pursuant to 16 C.F.R. § 803.5)
3.  Exhibit A — Wire Transfer Confirmation ($160,000 filing fee)
4.  Item 4(c) and 4(d) Document Production
5.  Membership Interest Purchase Agreement (dated June 4, 2024)
cc: Gavin Trask, Managing Partner & Chairman, Harrowgate Capital Management LLC
Diane Ochoa, Partner, Head of Financial Services Investments, Harrowgate Capital Management LLC Elaine Forsythe, Billing Partner, Calderwood & Harkness LLP Elliot Nguyen, Lead Associate, Calderwood & Harkness LLP Aaron Liu, Associate, Calderwood & Harkness LLP