1003-00001 · Harrowgate Capital Management LLC · HSR Filing

item-4-document-collection-memo.docx DOCUMENT Antitrust

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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT

MEMORANDUM

FROM: Elliot Nguyen, Lead Associate, and Aaron Liu, Associate — Antitrust & Competition Group, Calderwood & Harkness LLP, 425 Lexington Avenue, New York, NY 10017

TO: Marcus Hale, Vice President, Deal Execution, and Diane Ochoa, Partner, Head of Financial Services Investments — Harrowgate Capital Management LLC, 1200 North Market Street, Suite 1400, Wilmington, DE 19801

DATE: June 7, 2024

RE: Document Collection Instructions for HSR Notification Form Items 4(c) and 4(d) — Proposed Acquisition of Ridgemark Capital Advisors, LLC by Harrowgate Private Equity Fund IV, L.P.

Matter No.: 1003-00001

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I. Purpose and Overview

This memorandum provides detailed instructions for identifying, collecting, and reviewing documents responsive to Items 4(c) and 4(d) of the Hart-Scott-Rodino Notification and Report Form (the "HSR Form") in connection with the proposed acquisition by Harrowgate Private Equity Fund IV, L.P. ("HPE Fund IV") of 100% of the outstanding membership interests of Ridgemark Capital Advisors, LLC ("Ridgemark" or "RCA"). The purpose of this memorandum is to ensure that the Item 4 document collection process is conducted efficiently, thoroughly, and in compliance with the requirements of the HSR Act and its implementing regulations, so that the Acquiring Person's HSR Notification Form can be filed on or before the target filing date described below.

The transaction is governed by the Membership Interest Purchase Agreement dated June 4, 2024 (the "MIPA"), among HPE Fund IV, as the buyer, Ridgemark, Jonathan Kessler, Priya Narayanan, the other employee partners of Ridgemark identified therein, and Thornfield Growth Partners, LLC, as the majority equity holder of Ridgemark. The MIPA contemplates the acquisition of 100% of the outstanding membership interests of Ridgemark by HPE Fund IV in a negotiated transaction.

The HSR filing obligation arises under Section 7A of the Clayton Act, 15 U.S.C. § 18a, and the implementing regulations promulgated by the Federal Trade Commission (the "FTC") at 16 C.F.R. Parts 801–803. The total enterprise value of the proposed transaction is approximately $370 million, which substantially exceeds the applicable size-of-transaction threshold of $119.5 million for calendar year 2024. Accordingly, both the Acquiring Person and the Acquired Person are required to file HSR Notification Forms with the FTC and the Antitrust Division of the U.S. Department of Justice (the "DOJ") and to observe the statutory waiting period before consummating the transaction.

The HSR filing is being made by Harrowgate Capital Management LLC ("HCM") in its capacity as the Ultimate Parent Entity ("UPE") of the Acquiring Person. HCM, as the general partner of HPE Fund IV and the entity that controls HPE Fund IV's investment decisions, is the appropriate UPE for purposes of the HSR notification. All entities within the "person" of HCM — including HPE Fund IV and its controlled portfolio companies — fall within the scope of the HSR filing obligations as described in this memorandum.

The target filing date for the HSR Notification Form is June 18, 2024. To meet this date, all responsive documents must be collected and delivered to Calderwood & Harkness LLP ("C&H") for attorney review no later than June 14, 2024. We emphasize that the timeline is aggressive and that timely cooperation from all custodians and third-party advisors is essential. Delays in the document collection process will jeopardize the filing date and, consequently, the transaction closing timeline.

This memorandum covers only the Acquiring Person's obligations under Items 4(c) and 4(d) of the HSR Form. Ridgemark's counsel, Blackwell, Oakes & Hardin LLP, under the direction of Rajesh Subramaniam, Antitrust Partner, is separately managing the Acquired Person's Item 4 collection and all other aspects of the Acquired Person's HSR filing. We are in contact with Mr. Subramaniam's team and will coordinate as necessary to avoid duplication of effort and to ensure consistency between the two filings, but the substance of the Acquired Person's document collection is outside the scope of this memorandum.

II. Legal Framework — Items 4(c) and 4(d)

This section summarizes the legal requirements applicable to Items 4(c) and 4(d) of the HSR Form. A full text of the relevant HSR Form instructions, with annotations specific to this transaction, is attached as Appendix A. All custodians and responsible parties should review this section carefully to understand the types of documents that must be collected.

A. Item 4(c): Competition-Related Documents

Item 4(c) of the HSR Form requires the production of all documents that were prepared by or for any officer(s) or director(s) of the filing person that analyze the proposed acquisition with respect to any of the following four substantive categories:

(i) Markets — documents that define, describe, or analyze the relevant product or geographic markets in which Ridgemark competes, or in which the combined entity would compete post-acquisition;

(ii) Market shares — documents that estimate, calculate, or discuss the market share of Ridgemark, Dunmore, HCM, or any competitor in any relevant market;

(iii) Competition or competitors — documents that identify, analyze, or discuss the competitive dynamics of any market relevant to the transaction, including identification of specific competitors, competitive advantages or disadvantages, barriers to entry, or the likely competitive effects of the acquisition; and

(iv) Potential for sales growth or expansion into new product or geographic markets — documents that discuss the potential for revenue growth, new product development, geographic expansion, or entry into adjacent markets as a result of the proposed acquisition.

For purposes of Item 4(c), the "filing person" means HCM, as the UPE, and all entities included within the "person" of HCM. Under the HSR regulations, the "person" of HCM encompasses HCM itself, HPE Fund IV (as an entity controlled by HCM), and HPE Fund IV's controlled portfolio companies, to the extent they are within the same "person" as defined under 16 C.F.R. § 801.1(a)(1). This is an important point: it means that documents prepared by or for officers or directors of entities controlled by HCM — including, for example, Franklin Broussard, the CEO of Dunmore Asset Management LLC ("Dunmore") — may be responsive to Item 4(c) if they analyze the Ridgemark acquisition with respect to the enumerated topics.

Several key interpretive points should be noted:

"Prepared by or for officers or directors." The obligation extends to documents that were either authored by an officer or director or were prepared by someone else (including subordinates, outside advisors, or consultants) for the use of an officer or director. A document need not have been formally presented to an officer or director; it is sufficient that it was prepared for their review or consideration. Internal emails from or to officers or directors qualify if they discuss any of the enumerated topics in the context of the proposed Ridgemark acquisition. Likewise, presentations or memoranda circulated to the investment committee — whose members are officers of HCM — qualify regardless of who authored them.

"Analyze the proposed acquisition." The documents must relate to this specific transaction — the proposed acquisition of Ridgemark. Ordinary-course strategic planning documents that discuss markets or competition generally, without reference to the Ridgemark acquisition, are not responsive to Item 4(c) (though they may warrant further review to confirm this conclusion). However, a broad reading is appropriate: documents that discuss the strategic rationale for the acquisition, the competitive benefits or risks of the transaction, or the expected impact on Dunmore's or HCM's competitive position all fall within the scope of Item 4(c).

Temporal scope. The FTC's instructions do not impose a specific time limitation on Item 4(c). Documents created at any time are potentially responsive, provided they analyze the proposed acquisition with respect to the enumerated topics. As a practical matter, the most relevant documents are likely to have been created during the period in which HCM was evaluating the Ridgemark opportunity — roughly from the date of initial contact or first receipt of marketing materials through the date of the HSR filing. We recommend focusing the collection on documents created from January 1, 2024 through the date of collection, but custodians should also include any earlier documents they are aware of that discuss the proposed Ridgemark acquisition.

Dunmore overlap. We wish to draw particular attention to the competitive overlap between Dunmore and Ridgemark. Dunmore Asset Management LLC is an existing HPE Fund IV portfolio company, acquired in 2023, headquartered at 227 West Monroe Street, Suite 4100, Chicago, IL 60606, with Franklin Broussard serving as CEO. Dunmore is a SEC-registered investment adviser with total assets under management ("AUM") of approximately $3.9 billion, of which approximately $2.1 billion is managed in alternative credit separately managed accounts ("SMAs"). Dunmore operates under NAICS code 523920 (Portfolio Management). Ridgemark, for its part, manages approximately $1.4 billion in alternative credit SMAs, also under NAICS code 523920. Any documents discussing competitive overlaps between Dunmore and Ridgemark — including discussions of combined market share, overlapping client bases, competing product offerings, or the potential for post-acquisition integration or repositioning — are almost certainly responsive to Item 4(c) and must be collected with the highest priority. Given the horizontal nature of this overlap, we expect that FTC staff will focus significant attention on this area during any review of the filing.

B. Item 4(d): Confidential Information Memoranda and Advisor-Prepared Documents

Item 4(d) of the HSR Form requires the production of all studies, surveys, analyses, and reports that were prepared by investment bankers, consultants, or other third-party advisors for the purpose of evaluating or analyzing the proposed acquisition with respect to the same four substantive categories applicable to Item 4(c):

(i) Markets;

(ii) Market shares;

(iii) Competition or competitors; and

(iv) Potential for sales growth or expansion into new product or geographic markets.

The critical distinction between Item 4(c) and Item 4(d) is the identity of the document author: Item 4(c) covers documents prepared by or for officers and directors of the filing person, whereas Item 4(d) covers documents prepared by third-party advisors (investment bankers, consultants, and the like) for the purpose of evaluating or analyzing the transaction with respect to the enumerated topics. A single document may be responsive to both items — for example, an investment banker presentation prepared for the HCM investment committee.

For this transaction, the primary sources of Item 4(d) documents are as follows:

Greycastle Partners LLC. Greycastle Partners LLC ("Greycastle") is the financial advisor retained by HCM in connection with the Ridgemark acquisition. Mitchell Avery, Managing Director, is the lead banker on the engagement. Greycastle's offices are located at 300 Atlantic Street, Stamford, CT 06901. All materials prepared by Greycastle in connection with the Ridgemark acquisition are potentially responsive under Item 4(d), including but not limited to: any confidential information memorandum ("CIM") or offering memorandum; teaser materials; pitch books; financial models that contain market share data, competitive benchmarking, or growth projections referencing market expansion; market analysis or market overview presentations; and comparable company or comparable transaction analyses that reference competitive dynamics or market positioning.

Cairnstone Advisory Group LLC. Cairnstone Advisory Group LLC ("Cairnstone") is Ridgemark's financial advisor, with Laura Feng, Managing Director, serving as the lead contact. Cairnstone's offices are located at 200 Clarendon Street, Suite 1500, Boston, MA 02116. Although Cairnstone was retained by Ridgemark (rather than by HCM), any materials prepared by Cairnstone that were shared with or provided to HCM or HPE Fund IV during the due diligence process — such as the sell-side CIM, management presentations, or market overviews — are responsive to Item 4(d) to the extent they discuss markets, market shares, competition, or growth potential. These materials were "prepared by" a third-party advisor and were used by HCM "for the purpose of evaluating or analyzing" the proposed acquisition.

Other consultants or advisors. If HCM or HPE Fund IV retained any other consultants, market research firms, or advisory firms in connection with the evaluation of the Ridgemark acquisition, any deliverables from those engagements that address the enumerated topics would also be responsive to Item 4(d). We are not currently aware of any such engagements, but custodians should flag any such materials if they exist.

Attorney-client privilege. Documents prepared by Calderwood & Harkness LLP in its capacity as legal counsel to HCM and HPE Fund IV are generally protected by the attorney-client privilege and the work product doctrine, and are not required to be produced under Item 4(c) or 4(d). However, this protection is subject to certain limitations. Documents that were shared with non-privileged parties (for example, shared with Greycastle or with Ridgemark management outside the scope of a common-interest agreement) may have waived privilege protection. Additionally, documents that contain factual analyses or competitive assessments that are separable from legal advice may be subject to production, even if prepared by legal counsel. C&H will screen all collected documents for privilege issues as part of the attorney review process described in Section VI below.

III. Scope of Collection — Entities and Rationale

The document collection must cover all entities within the "person" of the Acquiring Person (with HCM as UPE) and all third-party advisors that have prepared materials for the filing person in connection with the Ridgemark acquisition. The following entities and the rationale for their inclusion in the collection scope are set forth below.

A. Harrowgate Capital Management LLC (UPE)

Harrowgate Capital Management LLC is the general partner of HPE Fund IV and the Ultimate Parent Entity for HSR purposes. HCM is the primary entity from which Item 4(c) documents will be sourced, as it is the entity whose officers and directors are responsible for evaluating and approving the Ridgemark acquisition.

All investment committee materials, deal memoranda, board presentations, internal emails, strategic analyses, and other documents discussing the Ridgemark acquisition and any competitive dynamics associated with the transaction are potentially responsive. This includes materials prepared by HCM personnel at any level of seniority, provided they were prepared for or directed to an officer or director of HCM. It also includes materials received from external parties (such as Greycastle or Cairnstone) and circulated to officers or directors.

For context, HCM manages total assets across all managed funds in excess of $23.9 billion, spanning multiple fund vintages and investment strategies. The financial services and asset management sector is a core investment vertical for HCM, and the Ridgemark acquisition represents a continuation of HCM's platform-building strategy in this space. We expect that the investment thesis and competitive rationale for the Ridgemark acquisition have been discussed extensively in internal HCM materials, and the collection must be thorough.

B. Harrowgate Private Equity Fund IV, L.P.

HPE Fund IV is the acquiring entity under the MIPA. HPE Fund IV reached its final close in December 2023 with total committed capital of $6.2 billion. The fund's stated investment strategy focuses on middle-market financial services and asset management platform acquisitions. Ridgemark is expected to be the fourth platform investment for HPE Fund IV.

To the extent that documents were prepared at the fund level (as distinct from HCM) discussing the Ridgemark transaction — for example, limited partner advisory committee ("LPAC") materials, fund-level investment reports, or internal fund memoranda — those documents are responsive if they address the enumerated topics. In practice, we expect that most responsive documents will originate from HCM rather than from HPE Fund IV itself, given that HCM personnel are responsible for deal sourcing, evaluation, and execution. However, custodians should not assume that fund-level documents are outside the scope of collection.

C. Dunmore Asset Management LLC

Dunmore Asset Management LLC is an existing HPE Fund IV portfolio company. It is a SEC-registered investment adviser headquartered at 227 West Monroe Street, Suite 4100, Chicago, IL 60606. Dunmore's CEO is Franklin Broussard. Dunmore manages total AUM of approximately $3.9 billion, of which approximately $2.1 billion is allocated to alternative credit separately managed accounts. Dunmore operates under NAICS code 523920 (Portfolio Management).

The inclusion of Dunmore in the collection scope is critical because of the horizontal competitive overlap between Dunmore and Ridgemark in the alternative credit SMA market. Any documents prepared by or shared with Dunmore management that analyze competitive dynamics between Dunmore and Ridgemark, discuss the impact of the Ridgemark acquisition on Dunmore's competitive position, estimate combined market shares, or address integration planning as it relates to competitive positioning are responsive to Item 4(c).

This is a particularly sensitive area for the HSR filing. The FTC's Premerger Notification Office and, if the matter is referred for further review, the Bureau of Competition staff, will be attentive to the horizontal overlap in alternative credit SMAs and sub-advisory services for alternative credit mutual funds. Documents from Dunmore that characterize competitive conditions in these markets, or that discuss the strategic benefits of combining Dunmore and Ridgemark, will receive heightened scrutiny. It is therefore imperative that the Dunmore collection be comprehensive and that any responsive documents be identified early in the process.

D. Greycastle Partners LLC

Greycastle Partners LLC is the financial advisor to HCM and HPE Fund IV for the Ridgemark transaction. Mitchell Avery, Managing Director, is the lead banker. Greycastle's offices are located at 300 Atlantic Street, Stamford, CT 06901.

All materials prepared by Greycastle in connection with the Ridgemark acquisition are potentially responsive under Item 4(d). This includes, without limitation, pitch books, confidential information memoranda, market overviews, competitive landscape analyses, comparable transaction analyses, comparable company analyses, and financial models that reference markets, competition, or growth potential. Greycastle is a third party and is not within the "person" of the filing person for Item 4(c) purposes; however, documents prepared by Greycastle for officers or directors of HCM may be responsive under both Item 4(c) (as documents prepared "for" officers or directors) and Item 4(d) (as documents prepared by an investment banker). We will coordinate with Greycastle to obtain copies of all deliverables provided to HCM and HPE Fund IV, as described in Section VII below.

IV. Identified Custodians

The following individuals have been identified as key custodians whose files — including email accounts, electronic documents stored on shared drives or document management systems, and hard-copy files — should be searched for responsive documents. The identification of these custodians is based on their roles in the transaction and the likelihood that they possess or have received documents analyzing the Ridgemark acquisition with respect to the topics covered by Items 4(c) and 4(d).

A. Harrowgate Capital Management LLC Custodians

Each of the foregoing custodians should preserve all documents — in whatever form — that relate to the Ridgemark acquisition and that discuss or reference any of the four enumerated topics (markets, market shares, competition/competitors, sales growth/expansion). Custodians should err on the side of over-inclusion during the initial collection phase; C&H will make final responsiveness determinations during the attorney review process.

B. Dunmore Asset Management LLC Custodians

Important note: If Mr. Broussard or other Dunmore personnel were not involved in the analysis or evaluation of the Ridgemark acquisition, and no documents were prepared by or for Dunmore management relating to the transaction, a negative confirmation should be obtained from Mr. Broussard and documented in writing. This negative confirmation is necessary so that C&H can represent to the Premerger Notification Office, if asked, that a reasonable search was conducted and that no responsive documents were identified at Dunmore. An email from Mr. Broussard confirming the non-existence of responsive documents will be sufficient for this purpose.

C. Greycastle Partners LLC Custodians

Important note: Greycastle is a third party and is not within the "person" of the filing person for Item 4(c) purposes. However, documents prepared by Greycastle for HCM or HPE Fund IV are responsive under Item 4(d), and documents prepared by Greycastle that were directed to officers or directors of HCM may also be responsive under Item 4(c). C&H will coordinate directly with Greycastle, as described in Section VII, to obtain copies of all deliverables. Mr. Avery should be contacted by Marcus Hale or Diane Ochoa to initiate this process.

V. Types of Documents to Collect

This section provides detailed guidance on the categories of documents that should be collected, as well as the categories of documents that are generally not responsive and need not be included in the collection.

A. Categories of Potentially Responsive Documents

The following categories of documents should be collected from the custodians identified in Section IV:

1. Investment Committee Memoranda and Presentations. Any investment committee memorandum ("IC Memo") or presentation deck prepared for the HCM Investment Committee analyzing the strategic rationale for acquiring Ridgemark, including any discussion of Ridgemark's competitive position, market share, or expected synergies with Dunmore. This includes preliminary investment committee materials, final IC Memos, follow-up materials, and any supplemental analyses circulated in connection with investment committee meetings or approvals. For the avoidance of doubt, any IC Memo or presentation prepared for a future committee meeting (including the August 5, 2024 committee meeting, if one is scheduled) is responsive if it exists as of the date of collection; however, for the purposes of the current filing, the focus should be on pre-filing materials created through June 14, 2024.

2. Board and Partner Meeting Materials. Presentations, memoranda, or minutes from HCM board meetings, partnership meetings, or advisory committee meetings at which the Ridgemark acquisition was discussed, to the extent those materials address market positioning, competitive landscape, market share, or growth potential. This includes formal board resolutions and any accompanying discussion materials.

3. Internal Emails and Correspondence. Emails among custodians, or between custodians and external advisors (including Greycastle, Cairnstone, and Ridgemark management), that discuss markets, market shares, competition, competitors, or sales growth potential in connection with the Ridgemark acquisition. Email attachments should be included with the parent email. Custodians should search their email accounts using relevant search terms, including but not limited to: "Ridgemark," "RCA," "alternative credit," "SMA," "market share," "competition," "competitor," "Dunmore," "overlap," "sub-advisory," "private credit," "structured credit," "distressed debt," and "market position." C&H can provide additional search terms upon request.

4. Due Diligence Reports and Summaries. Any internal HCM or HPE Fund IV summaries of due diligence findings that address Ridgemark's competitive position in the SMA market, alternative credit market, private credit market, structured credit market, distressed debt market, or sub-advisory services market. This includes due diligence workstream summaries, management meeting notes, competitive intelligence summaries, and any third-party due diligence reports that address competitive dynamics.

5. Financial Models and Valuation Analyses. Financial models and valuation analyses are responsive to the extent they contain market share data, competitive benchmarking, or growth projections that reference market expansion or competitive positioning. Purely financial models that contain only revenue, cost, and cash-flow projections without reference to markets, competition, or market share are generally not responsive. However, if a financial model includes a "market overview" tab, a "competitive landscape" tab, or comparable company/transaction data with competitive commentary, the entire model should be collected and submitted for attorney review.

6. Confidential Information Memoranda (CIMs). Any CIM prepared by Greycastle for distribution to potential acquirers, or any CIM prepared by Cairnstone on behalf of Ridgemark and received by HCM or HPE Fund IV during the sale process, to the extent those CIMs discuss Ridgemark's market position, competitive dynamics, market share, or growth opportunities. CIMs are among the most commonly produced documents under Item 4(d), and the FTC will expect to see any CIM that was prepared or used in connection with the transaction.

7. Pitch Books and Market Overviews. Presentations prepared by Greycastle for HCM that analyze the asset management landscape, the competitive positioning of Ridgemark within that landscape, comparable transactions in the asset management and financial advisory sectors, or market sizing for alternative credit SMAs, sub-advisory services, or related product categories.

8. Consultant Reports. Any reports prepared by third-party consultants (other than legal counsel) analyzing the competitive effects of the proposed transaction, including market studies, industry reports, or competitive assessments commissioned by HCM or HPE Fund IV in connection with the evaluation of the Ridgemark opportunity.

9. Correspondence with Ridgemark Management. To the extent communications with Jonathan Kessler (CEO of Ridgemark) or Priya Narayanan (COO of Ridgemark) discuss market dynamics, competitive positioning, growth strategies, or competitive advantages relative to other market participants, and those communications were shared with or directed to HCM officers or directors, they are responsive. This includes emails, letters, and notes from management meetings or presentations.

B. Documents NOT Typically Responsive

The following categories of documents are generally not responsive to Items 4(c) or 4(d) and need not be collected, unless they contain substantive discussion of markets, competition, market shares, or growth potential in the context of the Ridgemark acquisition:

• Purely financial documents — financial statements, balance sheets, income statements, tax returns, and similar documents that do not discuss competition, markets, or competitive dynamics.

• Ordinary-course business documents — documents prepared in the ordinary course of HCM's or HPE Fund IV's business that are unrelated to the proposed Ridgemark acquisition. This includes routine fund reporting, investor communications that do not mention the Ridgemark acquisition, and administrative or operational documents.

• Documents prepared exclusively by legal counsel providing legal advice — memoranda, letters, and emails from C&H, Blackwell Oakes & Hardin LLP, Lyle & Pennington LLP (counsel to the sellers), or other legal counsel that contain only legal advice or legal analysis. These are subject to the attorney-client privilege and work product protection, as discussed further in Section VI.C. However, documents from legal counsel that contain factual analyses, competitive assessments, or market data that are separable from legal advice may be responsive and will be reviewed on a case-by-case basis.

• Ridgemark's own internal documents — internal documents prepared by Ridgemark employees for Ridgemark's own purposes are the responsibility of the Acquired Person under the Acquired Person's separate HSR filing. These are being collected and reviewed by Blackwell, Oakes & Hardin LLP under the direction of Rajesh Subramaniam. HCM should not include Ridgemark internal documents in its own Item 4 collection, except to the extent those documents were shared with HCM and fall within one of the responsive categories described above (e.g., management presentations shared during due diligence).

VI. Document Review Protocol

A. Initial Collection and Centralization

All custodians identified in Section IV should be formally notified by Marcus Hale no later than June 8, 2024 of the obligation to preserve and collect potentially responsive documents. This notification should take the form of a written communication (email is acceptable) that identifies the custodian, describes the types of documents to be collected (referencing this memorandum), and directs the custodian to refrain from deleting, modifying, or destroying any potentially responsive documents pending completion of the collection process.

Electronic documents, including emails, should be collected using HCM's existing document management system and email archive. We understand that HCM utilizes a centralized document management platform for deal-related materials. Email collection should be coordinated with HCM's IT department to ensure that all emails from custodian accounts matching relevant search terms are captured. If HCM uses a third-party e-discovery vendor for email collection or document hosting, please advise C&H promptly so that we can coordinate the collection protocol and ensure that the vendor's processes are consistent with the requirements of this memorandum.

Hard-copy documents, if any, should be scanned and transmitted to C&H in PDF format. Each scanned document should be clearly labeled with the custodian's name and a brief description of the document.

All collected documents — whether electronic or scanned hard-copy — should be transmitted to C&H via the secure file-sharing platform previously established for this engagement (Thackeray Solutions VDR, Workspace: Harrowgate-Ridgemark HSR, or such other platform as has been designated). The target delivery date for the initial document collection is June 11, 2024, to allow sufficient time for the attorney review process described below.

B. Attorney Review by Calderwood & Harkness

Upon receipt of the collected documents, C&H attorneys will conduct a structured multi-level review for responsiveness under Items 4(c) and 4(d).

First-level review. Elliot Nguyen and Aaron Liu will conduct the initial review of all collected documents. Each document will be evaluated against the criteria set forth in the HSR Form instructions and this memorandum, with reference to the four substantive categories (markets, market shares, competition/competitors, sales growth/expansion) and the authorship/recipient requirements for Items 4(c) and 4(d), respectively.

Second-level review. Howard Bellamy, the Responsible Partner on this matter, will conduct a second-level review of all documents flagged as responsive or potentially responsive during the first-level review. Mr. Bellamy will make final responsiveness determinations for all documents where responsiveness is ambiguous or where privilege issues are present.

Each document reviewed will be categorized into one of the following categories:

• Responsive — Item 4(c): The document was prepared by or for an officer or director of HCM (or an entity within the person of HCM) and analyzes the proposed Ridgemark acquisition with respect to competition, markets, market shares, or sales growth potential. The document will be produced with the HSR Form.

• Responsive — Item 4(d): The document was prepared by an investment banker, consultant, or other third-party advisor for the purpose of evaluating or analyzing the proposed Ridgemark acquisition with respect to the same topics. The document will be produced with the HSR Form.

• Potentially Responsive — Requires Further Analysis: The document may be responsive, but responsiveness cannot be determined without additional context or analysis. These documents will be escalated to Howard Bellamy for final determination.

• Not Responsive: The document does not meet the criteria for Item 4(c) or 4(d) responsiveness. It will not be produced.

• Privileged: The document is subject to the attorney-client privilege or the work product doctrine. It will be withheld from production. If the document would otherwise be responsive, a privilege log entry will be prepared if required by the Premerger Notification Office.

C. Privilege Screening

Special attention should be given during the review process to communications involving C&H or other legal counsel. The following principles will guide the privilege screening:

Communications between HCM personnel and C&H attorneys that reflect the provision or receipt of legal advice, or that contain attorney mental impressions, opinions, or legal strategies, are protected by the attorney-client privilege and the work product doctrine. These documents will not be produced under Item 4(c) or 4(d).

Communications involving Blackwell, Oakes & Hardin LLP (counsel to Ridgemark) or Lyle & Pennington LLP (counsel to the sellers) should be reviewed carefully. To the extent these communications were shared with HCM personnel under a joint defense or common-interest agreement, privilege may be preserved. In the absence of such an agreement, communications with opposing counsel are generally not privileged as to the filing person.

Mixed-purpose documents — those containing both legal advice and factual or competitive analysis — will be reviewed on a case-by-case basis. Where the legal and factual components are inextricably intertwined, the entire document may be withheld as privileged. Where the factual or competitive analysis is separable from the legal advice, the factual portions may need to be produced.

Any documents that were shared with non-privileged third parties (e.g., shared with Greycastle, Cairnstone, or Ridgemark management without a common-interest or joint defense agreement in place) may have waived privilege protection. These documents will be flagged for Howard Bellamy's review and a determination will be made as to whether waiver has occurred.

D. Bates Numbering and Production Format

All responsive documents identified during the attorney review will be Bates-stamped for production in the following format:

HCM-HSR-000001 et seq.

Documents will be produced in the format required by the Premerger Notification Office. Current PNO guidance requires that:

• Spreadsheets and other natively electronic documents should be produced in native format (e.g., .xlsx, .pptx), with Bates numbers applied via a cover sheet or metadata tag.

• Text documents, PDFs, and scanned hard-copy documents should be produced in PDF format.

• A cover log listing each document produced — including the Bates range, document date, author, recipient(s), document type, and a brief description — will accompany the production.

C&H will prepare the production set and the accompanying document log for inclusion with the HSR Notification Form.

VII. Coordination with Greycastle Partners LLC

Marcus Hale or Diane Ochoa should contact Mitchell Avery at Greycastle Partners LLC as soon as practicable to request copies of all deliverables prepared by Greycastle in connection with the Ridgemark acquisition. Specifically, the following categories of materials should be requested:

(a) Pitch book(s) and market overview presentation(s) prepared by Greycastle for HCM or HPE Fund IV in connection with the Ridgemark opportunity;

(b) Confidential information memorandum or offering memorandum, if Greycastle prepared one, or if Cairnstone's CIM was marked up, annotated, or supplemented by Greycastle;

(d) Comparable transaction analyses, including any discussion of competitive dynamics, market consolidation trends, or market share implications;

(e) Market sizing or market share analyses for any relevant market, including but not limited to alternative credit SMAs, sub-advisory services, private credit, structured credit, distressed debt, and institutional asset management;

(f) Any other studies, surveys, analyses, or reports prepared by Greycastle that address competition, markets, market shares, or growth potential in connection with the Ridgemark acquisition.

Greycastle should be advised that these documents are being collected for HSR filing purposes and that production to the FTC and DOJ is required by law under the HSR Act. This is a mandatory filing requirement, not a voluntary disclosure. Greycastle should understand that all materials identified as responsive will be produced to the federal antitrust agencies as part of the HSR Notification Form.

The deadline for Greycastle to provide all responsive materials is June 12, 2024. Marcus Hale should confirm receipt of all materials by that date and transmit them to C&H via the secure file-sharing platform.

VIII. Coordination with Dunmore Asset Management LLC

Marcus Hale or Diane Ochoa should contact Franklin Broussard, CEO of Dunmore Asset Management LLC, as soon as practicable to determine whether any documents were prepared by or for Dunmore management analyzing the proposed Ridgemark acquisition. Specifically, Mr. Broussard should be asked whether any of the following types of documents exist:

(a) Analyses of competitive overlaps between Dunmore and Ridgemark in the alternative credit SMA market;

(b) Analyses of competitive overlaps in sub-advisory services for alternative credit mutual funds;

(d) Strategic memoranda, presentations, or emails discussing the impact of the Ridgemark acquisition on Dunmore's competitive position, client relationships, or market strategy;

(e) Integration planning documents that address competitive positioning, market share consolidation, or expansion into new markets or client segments;

(f) Any other documents prepared by or for Dunmore management that discuss competition, markets, market shares, or growth potential in the context of the Ridgemark acquisition.

If such documents exist, they should be collected from Mr. Broussard and transmitted to C&H via the secure file-sharing platform by June 12, 2024. These documents will be reviewed for responsiveness under Items 4(c) and 4(d) as part of the attorney review process.

If no such documents exist, Mr. Broussard should provide a written confirmation — an email will be sufficient — stating that he and Dunmore management have not prepared or received any documents analyzing the Ridgemark acquisition with respect to competition, markets, market shares, or growth potential. This written confirmation should be provided to Marcus Hale and forwarded to C&H for our files. The negative confirmation is important for demonstrating the thoroughness of our search and for responding to any inquiries from the PNO regarding the scope of the Acquiring Person's Item 4 collection.

IX. Key Sensitivities and Areas of Focus

This section highlights the substantive areas of the transaction that present the greatest antitrust sensitivity and that are most likely to attract scrutiny from FTC staff. Custodians and reviewers should pay particular attention to documents that discuss these topics.

A. Competitive Overlap — Alternative Credit SMAs

The most significant antitrust sensitivity in this transaction is the horizontal competitive overlap between Dunmore and Ridgemark in the market for separately managed accounts focused on alternative credit strategies — including private credit, structured credit, and distressed debt — for U.S. institutional investors such as pension funds, endowments, foundations, and insurance companies.

Dunmore currently manages approximately $2.1 billion in alternative credit SMAs, and Ridgemark manages approximately $1.4 billion in alternative credit SMAs. The combined entity would manage approximately $3.5 billion in alternative credit SMAs. Under a narrow market definition — limited to alternative credit SMAs for U.S. institutional investors — C&H's preliminary estimate places the combined post-acquisition market share at approximately 14%–18%, depending on the precise market definition adopted and the data sources used. While this market share level is unlikely to raise presumptive competitive concerns under the Horizontal Merger Guidelines (which generally focus on mergers resulting in market shares above 30% or significant increases in concentration in highly concentrated markets), the FTC staff may nonetheless focus on this overlap, particularly if they define the relevant market more narrowly or identify localized competitive effects.

Any documents discussing this overlap, combined market share calculations, competitive dynamics in the alternative credit SMA market, or the competitive implications of combining Dunmore and Ridgemark are highly likely to be scrutinized by FTC staff and must be carefully collected and reviewed. These documents may include internal emails, IC Memos, Greycastle presentations, or Dunmore management analyses.

Applicable NAICS codes for both Dunmore and Ridgemark include 523920 (Portfolio Management). Ridgemark may also be classified under NAICS code 523910 (Miscellaneous Intermediation) for certain of its activities.

B. Sub-Advisory Services for Alternative Credit Mutual Funds

Ridgemark provides sub-advisory services for mutual fund complexes, acting as a portfolio manager for mutual funds branded and distributed by larger fund families. To the extent any collected documents discuss competitive dynamics in the sub-advisory services market — including Ridgemark's position relative to competing sub-advisors, or the potential for Dunmore to enter the sub-advisory market post-acquisition — these documents are responsive and should be flagged during the collection process.

Sub-advisory mandates represent a distinct competitive channel from SMA mandates, and the FTC may analyze competitive conditions in the sub-advisory market separately. Custodians should be alert to any references to sub-advisory relationships, mutual fund partnerships, or sub-advisory competition in the documents they collect.

C. Revenue and Financial Metrics Referenced in Context of Competition

Ridgemark's trailing twelve months ("TTM") revenue as of the most recent reporting period is approximately $58.3 million, consisting of management fees of approximately $51.1 million and performance/incentive fees of approximately $7.2 million. TTM EBITDA is approximately $16.8 million. The total enterprise value of the transaction is approximately $370 million, the equity purchase price is approximately $328 million (after deducting approximately $42 million in net funded debt), implying an EBITDA multiple of approximately 22.0x and a revenue multiple of approximately 6.3x.

These financial figures, standing alone, are not responsive to Items 4(c) or 4(d). However, if they appear in the context of market share calculations, competitive benchmarking, comparable company or comparable transaction analyses that reference competitive dynamics, or growth projections that discuss market expansion relative to competitors, then the document in which they appear is responsive. Custodians should not exclude documents simply because they are "financial" in nature; the key question is whether the financial data is presented in the context of a competitive analysis.

D. Management Rollover

Jonathan Kessler (CEO of Ridgemark, holding 38% of Ridgemark's pre-closing equity) and Priya Narayanan (COO of Ridgemark, holding 12% of Ridgemark's pre-closing equity) will each retain approximately 10% rollover equity in the post-closing entity. Documents discussing the retention of key personnel in the context of competitive strategy or market positioning — for example, analyses stating that retaining Kessler and Narayanan is important to maintain Ridgemark's client relationships, competitive advantage, or market position — may be responsive to Item 4(c). These documents should be collected and reviewed.

X. Timeline Summary

The following table summarizes the key dates, action items, and responsible parties for the Item 4 document collection process:

Adherence to these deadlines is essential. If any custodian or third party is unable to meet the applicable deadline, Marcus Hale should notify C&H immediately so that we can assess the impact on the filing timeline and determine whether alternative arrangements are necessary.

XI. Contact Information

For questions regarding the scope of Items 4(c) and 4(d), document responsiveness, privilege issues, or any other aspect of the document collection and review process described in this memorandum, please contact:

Elliot Nguyen Lead Associate — Antitrust & Competition Group Calderwood & Harkness LLP 425 Lexington Avenue, New York, NY 10017 Direct: (212) 558-7421

Email: elliot.nguyen@calderwoodharkness.com

Aaron Liu Associate — Antitrust & Competition Group Calderwood & Harkness LLP 425 Lexington Avenue, New York, NY 10017 Direct: (212) 558-7509

Email: aaron.liu@calderwoodharkness.com

Howard Bellamy Partner (Responsible Partner) — Antitrust & Competition Group Calderwood & Harkness LLP 425 Lexington Avenue, New York, NY 10017 Direct: (212) 558-6284

Email: howard.bellamy@calderwoodharkness.com

For questions regarding custodian coordination, document collection logistics, or outreach to Greycastle Partners LLC or Dunmore Asset Management LLC, please coordinate between Marcus Hale and Diane Ochoa at HCM and the C&H team listed above. C&H is available to participate in calls with custodians or third parties to explain the scope of the collection obligation, if that would be helpful.

XII. Appendix A — Summary of Item 4(c) and 4(d) Requirements

The following is a close paraphrase of the HSR Form Item 4(c) and 4(d) instructions as published by the FTC/DOJ Premerger Notification Office, with annotations highlighting the specific elements relevant to this transaction.

Item 4(c)

HSR Form Instruction (paraphrased):

"Submit all documents that were prepared by or for any officer(s) or director(s) of the filing person for the purpose of evaluating or analyzing the acquisition with respect to markets, market shares, competition, competitors, or potential for sales growth or expansion into product or geographic markets."

Annotations for this transaction:

• "Officer(s) or director(s) of the filing person": The filing person is HCM as UPE. Officers of HCM include, at a minimum, Gavin Trask (Managing Partner & Chairman) and Diane Ochoa (Partner). Directors include members of HCM's board of managers or equivalent governing body. Marcus Hale, as a Vice President, is not an officer or director for these purposes, but documents prepared by Hale for officers or directors are responsive. Franklin Broussard, as CEO of Dunmore (a controlled entity within the person of HCM), is an officer of an entity within the filing person's "person"; documents prepared by or for him analyzing this acquisition are responsive.

• "Prepared by or for": This language is broad. It includes documents authored by officers/directors, as well as documents authored by subordinates, advisors, or consultants that were directed to or intended for the review of officers/directors. A presentation prepared by Marcus Hale for the HCM Investment Committee is responsive. An email from Diane Ochoa to Gavin Trask discussing competitive dynamics is responsive. A memo from Greycastle presented to the investment committee is responsive under both 4(c) (prepared "for" officers/directors) and 4(d) (prepared by an investment banker).

• "The acquisition": This means the specific proposed acquisition of Ridgemark by HPE Fund IV. General industry analyses or strategic planning documents that do not reference this transaction are not responsive.

• Four substantive categories: (i) markets; (ii) market shares; (iii) competition or competitors; (iv) potential for sales growth or expansion into new product or geographic markets. A document need only address one of these four categories to be responsive.

Item 4(d)

HSR Form Instruction (paraphrased):

"Submit all studies, surveys, analyses, and reports that were prepared by investment bankers, consultants, or other third parties for the purpose of evaluating or analyzing the acquisition with respect to markets, market shares, competition, competitors, or potential for sales growth or expansion into product or geographic markets."

Annotations for this transaction:

• "Investment bankers, consultants, or other third parties": For this transaction, the primary source of 4(d) documents is Greycastle Partners LLC (investment banker to HCM/HPE Fund IV). Materials from Cairnstone Advisory Group LLC (investment banker to Ridgemark) that were provided to HCM during due diligence are also responsive. Reports from any other consultants engaged by HCM in connection with the acquisition would be responsive.

• "Studies, surveys, analyses, and reports": This language encompasses a broad range of advisory deliverables, including pitch books, CIMs, market overviews, comparable company analyses, comparable transaction analyses, market sizing studies, competitive landscape assessments, and financial models that contain competitive or market analysis. It does not encompass fee engagement letters, billing records, or other administrative documents of the advisor.

• Attorney-prepared documents: Documents prepared by legal counsel (including C&H) are generally not within the scope of Item 4(d), as legal counsel are not "investment bankers, consultants, or other third parties" within the meaning of the instruction. Moreover, such documents are typically protected by the attorney-client privilege and work product doctrine. However, if an attorney-prepared document was shared with non-privileged parties or contains factual competitive analysis separable from legal advice, it may be subject to production.

• Four substantive categories: Same as Item 4(c) — (i) markets; (ii) market shares; (iii) competition or competitors; (iv) potential for sales growth or expansion into new product or geographic markets.

XIII. Appendix B — Custodian Contact Information

The following table provides contact information for all identified custodians. Marcus Hale should verify that all contact information is current and provide any missing information to C&H by June 8, 2024.

Note: The contact information listed above should be confirmed by Marcus Hale prior to custodian outreach. If any custodian's contact information has changed or if additional custodians are identified during the collection process, please notify C&H promptly.

End of Memorandum

This memorandum is protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of the named recipients and should not be disclosed to any third party without the prior written consent of Calderwood & Harkness LLP. The information contained herein reflects the legal analysis and recommendations of Calderwood & Harkness LLP and should not be construed as a guarantee of any particular outcome. Recipients should contact the C&H attorneys identified in Section XI with any questions.

Custodian	Title	Rationale for Inclusion
Gavin Trask	Managing Partner & Chairman	Mr. Trask is the ultimate decision-maker at HCM and the chairman of the investment committee. He is a likely recipient of all investment committee memoranda, board presentations, and strategic analyses relating to the Ridgemark acquisition. Any documents analyzing the competitive rationale for the transaction that were prepared for the investment committee would have been directed to or reviewed by Mr. Trask.
Diane Ochoa	Partner, Head of Financial Services Investments	Ms. Ochoa is the deal sponsor for the Ridgemark acquisition and the senior partner responsible for HCM's financial services sector investment thesis. She is the most likely author or recipient of competitive analyses, market share discussions, and strategic rationale memoranda relating to the Ridgemark acquisition and its interplay with the Dunmore platform.
Marcus Hale	Vice President, Deal Execution	Mr. Hale is the day-to-day deal lead for the Ridgemark acquisition. He is likely to possess detailed internal analyses, email threads with Greycastle and Dunmore management, due diligence summaries, and working drafts of investment committee materials. His email correspondence is expected to be a significant source of responsive documents.
Custodian	Title	Rationale for Inclusion
Franklin Broussard	CEO	Mr. Broussard is the chief executive of Dunmore and may have been consulted by HCM or HPE Fund IV regarding the competitive overlap between Dunmore and Ridgemark in the alternative credit SMA and sub-advisory markets. He may have prepared or received analyses of Dunmore's market position relative to Ridgemark, integration scenarios, or competitive assessments in connection with the proposed acquisition.
Custodian	Title	Rationale for Inclusion
Mitchell Avery	Managing Director	Mr. Avery is the lead banker at Greycastle for the Ridgemark engagement. He is the likely author or custodian of all Greycastle-prepared advisory materials, including the CIM (if Greycastle prepared one), pitch books, market analyses, comparable company and comparable transaction analyses, and other deliverables.
Date	Action Item	Responsible Party
June 7, 2024	This memorandum distributed to Marcus Hale and Diane Ochoa	C&H (Elliot Nguyen, Aaron Liu)
June 8, 2024	Custodian notification and document preservation hold issued to all identified custodians (Gavin Trask, Diane Ochoa, Marcus Hale, Franklin Broussard)	Marcus Hale
June 11, 2024	Initial document collection from HCM custodians delivered to C&H via secure file-sharing platform	Marcus Hale, Diane Ochoa
June 12, 2024	Greycastle Partners LLC delivers all advisory deliverables to C&H	Mitchell Avery (coordinated by Marcus Hale)
June 12, 2024	Dunmore Asset Management LLC confirms existence or non-existence of responsive documents; delivers any responsive documents to C&H	Franklin Broussard (coordinated by Marcus Hale)
June 12–14, 2024	C&H conducts first-level and second-level attorney review of all collected documents for responsiveness, privilege, and categorization	Elliot Nguyen, Aaron Liu, Howard Bellamy
June 14, 2024	FINAL DEADLINE: All responsive Item 4(c) and 4(d) documents identified, Bates-stamped, and prepared for inclusion with HSR Form	C&H
June 15, 2024	Draft HSR Notification Form (including Item 4 document log and all responsive documents) circulated to Marcus Hale and Diane Ochoa for client review and approval	C&H
June 18, 2024	TARGET FILING DATE: HSR Notification Forms filed with FTC and DOJ Premerger Notification Office	C&H (Howard Bellamy)
Custodian	Organization	Title	Email	Phone
Gavin Trask	Harrowgate Capital Management LLC	Managing Partner & Chairman	g.trask@harrowgatecap.com	(302) 555-0141
Diane Ochoa	Harrowgate Capital Management LLC	Partner, Head of Fin. Svcs. Investments	d.ochoa@harrowgatecap.com	(302) 555-0158
Marcus Hale	Harrowgate Capital Management LLC	VP, Deal Execution	m.hale@harrowgatecap.com	(302) 555-0173
Franklin Broussard	Dunmore Asset Management LLC	CEO	f.broussard@dunmoreasset.com	(312) 555-0294
Mitchell Avery	Greycastle Partners LLC	Managing Director	m.avery@greycastlepartners.com	(203) 555-0387

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
MEMORANDUM
FROM: Elliot Nguyen, Lead Associate, and Aaron Liu, Associate — Antitrust & Competition Group, Calderwood & Harkness LLP, 425 Lexington Avenue, New York, NY 10017
TO: Marcus Hale, Vice President, Deal Execution, and Diane Ochoa, Partner, Head of Financial Services Investments — Harrowgate Capital Management LLC, 1200 North Market Street, Suite 1400, Wilmington, DE 19801
DATE: June 7, 2024
RE: Document Collection Instructions for HSR Notification Form Items 4(c) and 4(d) — Proposed Acquisition of Ridgemark Capital Advisors, LLC by Harrowgate Private Equity Fund IV, L.P.
Matter No.: 1003-00001
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I. Purpose and Overview
This memorandum provides detailed instructions for identifying, collecting, and reviewing documents responsive to Items 4(c) and 4(d) of the Hart-Scott-Rodino Notification and Report Form (the "HSR Form") in connection with the proposed acquisition by Harrowgate Private Equity Fund IV, L.P. ("HPE Fund IV") of 100% of the outstanding membership interests of Ridgemark Capital Advisors, LLC ("Ridgemark" or "RCA"). The purpose of this memorandum is to ensure that the Item 4 document collection process is conducted efficiently, thoroughly, and in compliance with the requirements of the HSR Act and its implementing regulations, so that the Acquiring Person's HSR Notification Form can be filed on or before the target filing date described below.
The transaction is governed by the Membership Interest Purchase Agreement dated June 4, 2024 (the "MIPA"), among HPE Fund IV, as the buyer, Ridgemark, Jonathan Kessler, Priya Narayanan, the other employee partners of Ridgemark identified therein, and Thornfield Growth Partners, LLC, as the majority equity holder of Ridgemark. The MIPA contemplates the acquisition of 100% of the outstanding membership interests of Ridgemark by HPE Fund IV in a negotiated transaction.
The HSR filing obligation arises under Section 7A of the Clayton Act, 15 U.S.C. § 18a, and the implementing regulations promulgated by the Federal Trade Commission (the "FTC") at 16 C.F.R. Parts 801–803. The total enterprise value of the proposed transaction is approximately $370 million, which substantially exceeds the applicable size-of-transaction threshold of $119.5 million for calendar year 2024. Accordingly, both the Acquiring Person and the Acquired Person are required to file HSR Notification Forms with the FTC and the Antitrust Division of the U.S. Department of Justice (the "DOJ") and to observe the statutory waiting period before consummating the transaction.
The HSR filing is being made by Harrowgate Capital Management LLC ("HCM") in its capacity as the Ultimate Parent Entity ("UPE") of the Acquiring Person. HCM, as the general partner of HPE Fund IV and the entity that controls HPE Fund IV's investment decisions, is the appropriate UPE for purposes of the HSR notification. All entities within the "person" of HCM — including HPE Fund IV and its controlled portfolio companies — fall within the scope of the HSR filing obligations as described in this memorandum.
The target filing date for the HSR Notification Form is June 18, 2024. To meet this date, all responsive documents must be collected and delivered to Calderwood & Harkness LLP ("C&H") for attorney review no later than June 14, 2024. We emphasize that the timeline is aggressive and that timely cooperation from all custodians and third-party advisors is essential. Delays in the document collection process will jeopardize the filing date and, consequently, the transaction closing timeline.
This memorandum covers only the Acquiring Person's obligations under Items 4(c) and 4(d) of the HSR Form. Ridgemark's counsel, Blackwell, Oakes & Hardin LLP, under the direction of Rajesh Subramaniam, Antitrust Partner, is separately managing the Acquired Person's Item 4 collection and all other aspects of the Acquired Person's HSR filing. We are in contact with Mr. Subramaniam's team and will coordinate as necessary to avoid duplication of effort and to ensure consistency between the two filings, but the substance of the Acquired Person's document collection is outside the scope of this memorandum.
II. Legal Framework — Items 4(c) and 4(d)
This section summarizes the legal requirements applicable to Items 4(c) and 4(d) of the HSR Form. A full text of the relevant HSR Form instructions, with annotations specific to this transaction, is attached as Appendix A. All custodians and responsible parties should review this section carefully to understand the types of documents that must be collected.
A. Item 4(c): Competition-Related Documents
Item 4(c) of the HSR Form requires the production of all documents that were prepared by or for any officer(s) or director(s) of the filing person that analyze the proposed acquisition with respect to any of the following four substantive categories:
(i) Markets — documents that define, describe, or analyze the relevant product or geographic markets in which Ridgemark competes, or in which the combined entity would compete post-acquisition;
(ii) Market shares — documents that estimate, calculate, or discuss the market share of Ridgemark, Dunmore, HCM, or any competitor in any relevant market;
(iii) Competition or competitors — documents that identify, analyze, or discuss the competitive dynamics of any market relevant to the transaction, including identification of specific competitors, competitive advantages or disadvantages, barriers to entry, or the likely competitive effects of the acquisition; and
(iv) Potential for sales growth or expansion into new product or geographic markets — documents that discuss the potential for revenue growth, new product development, geographic expansion, or entry into adjacent markets as a result of the proposed acquisition.
For purposes of Item 4(c), the "filing person" means HCM, as the UPE, and all entities included within the "person" of HCM. Under the HSR regulations, the "person" of HCM encompasses HCM itself, HPE Fund IV (as an entity controlled by HCM), and HPE Fund IV's controlled portfolio companies, to the extent they are within the same "person" as defined under 16 C.F.R. § 801.1(a)(1). This is an important point: it means that documents prepared by or for officers or directors of entities controlled by HCM — including, for example, Franklin Broussard, the CEO of Dunmore Asset Management LLC ("Dunmore") — may be responsive to Item 4(c) if they analyze the Ridgemark acquisition with respect to the enumerated topics.
Several key interpretive points should be noted:
"Prepared by or for officers or directors." The obligation extends to documents that were either authored by an officer or director or were prepared by someone else (including subordinates, outside advisors, or consultants) for the use of an officer or director. A document need not have been formally presented to an officer or director; it is sufficient that it was prepared for their review or consideration. Internal emails from or to officers or directors qualify if they discuss any of the enumerated topics in the context of the proposed Ridgemark acquisition. Likewise, presentations or memoranda circulated to the investment committee — whose members are officers of HCM — qualify regardless of who authored them.
"Analyze the proposed acquisition." The documents must relate to this specific transaction — the proposed acquisition of Ridgemark. Ordinary-course strategic planning documents that discuss markets or competition generally, without reference to the Ridgemark acquisition, are not responsive to Item 4(c) (though they may warrant further review to confirm this conclusion). However, a broad reading is appropriate: documents that discuss the strategic rationale for the acquisition, the competitive benefits or risks of the transaction, or the expected impact on Dunmore's or HCM's competitive position all fall within the scope of Item 4(c).
Temporal scope. The FTC's instructions do not impose a specific time limitation on Item 4(c). Documents created at any time are potentially responsive, provided they analyze the proposed acquisition with respect to the enumerated topics. As a practical matter, the most relevant documents are likely to have been created during the period in which HCM was evaluating the Ridgemark opportunity — roughly from the date of initial contact or first receipt of marketing materials through the date of the HSR filing. We recommend focusing the collection on documents created from January 1, 2024 through the date of collection, but custodians should also include any earlier documents they are aware of that discuss the proposed Ridgemark acquisition.
Dunmore overlap. We wish to draw particular attention to the competitive overlap between Dunmore and Ridgemark. Dunmore Asset Management LLC is an existing HPE Fund IV portfolio company, acquired in 2023, headquartered at 227 West Monroe Street, Suite 4100, Chicago, IL 60606, with Franklin Broussard serving as CEO. Dunmore is a SEC-registered investment adviser with total assets under management ("AUM") of approximately $3.9 billion, of which approximately $2.1 billion is managed in alternative credit separately managed accounts ("SMAs"). Dunmore operates under NAICS code 523920 (Portfolio Management). Ridgemark, for its part, manages approximately $1.4 billion in alternative credit SMAs, also under NAICS code 523920. Any documents discussing competitive overlaps between Dunmore and Ridgemark — including discussions of combined market share, overlapping client bases, competing product offerings, or the potential for post-acquisition integration or repositioning — are almost certainly responsive to Item 4(c) and must be collected with the highest priority. Given the horizontal nature of this overlap, we expect that FTC staff will focus significant attention on this area during any review of the filing.
B. Item 4(d): Confidential Information Memoranda and Advisor-Prepared Documents
Item 4(d) of the HSR Form requires the production of all studies, surveys, analyses, and reports that were prepared by investment bankers, consultants, or other third-party advisors for the purpose of evaluating or analyzing the proposed acquisition with respect to the same four substantive categories applicable to Item 4(c):
(i) Markets;
(ii) Market shares;
(iii) Competition or competitors; and
(iv) Potential for sales growth or expansion into new product or geographic markets.
The critical distinction between Item 4(c) and Item 4(d) is the identity of the document author: Item 4(c) covers documents prepared by or for officers and directors of the filing person, whereas Item 4(d) covers documents prepared by third-party advisors (investment bankers, consultants, and the like) for the purpose of evaluating or analyzing the transaction with respect to the enumerated topics. A single document may be responsive to both items — for example, an investment banker presentation prepared for the HCM investment committee.
For this transaction, the primary sources of Item 4(d) documents are as follows:
Greycastle Partners LLC. Greycastle Partners LLC ("Greycastle") is the financial advisor retained by HCM in connection with the Ridgemark acquisition. Mitchell Avery, Managing Director, is the lead banker on the engagement. Greycastle's offices are located at 300 Atlantic Street, Stamford, CT 06901. All materials prepared by Greycastle in connection with the Ridgemark acquisition are potentially responsive under Item 4(d), including but not limited to: any confidential information memorandum ("CIM") or offering memorandum; teaser materials; pitch books; financial models that contain market share data, competitive benchmarking, or growth projections referencing market expansion; market analysis or market overview presentations; and comparable company or comparable transaction analyses that reference competitive dynamics or market positioning.
Cairnstone Advisory Group LLC. Cairnstone Advisory Group LLC ("Cairnstone") is Ridgemark's financial advisor, with Laura Feng, Managing Director, serving as the lead contact. Cairnstone's offices are located at 200 Clarendon Street, Suite 1500, Boston, MA 02116. Although Cairnstone was retained by Ridgemark (rather than by HCM), any materials prepared by Cairnstone that were shared with or provided to HCM or HPE Fund IV during the due diligence process — such as the sell-side CIM, management presentations, or market overviews — are responsive to Item 4(d) to the extent they discuss markets, market shares, competition, or growth potential. These materials were "prepared by" a third-party advisor and were used by HCM "for the purpose of evaluating or analyzing" the proposed acquisition.
Other consultants or advisors. If HCM or HPE Fund IV retained any other consultants, market research firms, or advisory firms in connection with the evaluation of the Ridgemark acquisition, any deliverables from those engagements that address the enumerated topics would also be responsive to Item 4(d). We are not currently aware of any such engagements, but custodians should flag any such materials if they exist.
Attorney-client privilege. Documents prepared by Calderwood & Harkness LLP in its capacity as legal counsel to HCM and HPE Fund IV are generally protected by the attorney-client privilege and the work product doctrine, and are not required to be produced under Item 4(c) or 4(d). However, this protection is subject to certain limitations. Documents that were shared with non-privileged parties (for example, shared with Greycastle or with Ridgemark management outside the scope of a common-interest agreement) may have waived privilege protection. Additionally, documents that contain factual analyses or competitive assessments that are separable from legal advice may be subject to production, even if prepared by legal counsel. C&H will screen all collected documents for privilege issues as part of the attorney review process described in Section VI below.
III. Scope of Collection — Entities and Rationale
The document collection must cover all entities within the "person" of the Acquiring Person (with HCM as UPE) and all third-party advisors that have prepared materials for the filing person in connection with the Ridgemark acquisition. The following entities and the rationale for their inclusion in the collection scope are set forth below.
A. Harrowgate Capital Management LLC (UPE)
Harrowgate Capital Management LLC is the general partner of HPE Fund IV and the Ultimate Parent Entity for HSR purposes. HCM is the primary entity from which Item 4(c) documents will be sourced, as it is the entity whose officers and directors are responsible for evaluating and approving the Ridgemark acquisition.
All investment committee materials, deal memoranda, board presentations, internal emails, strategic analyses, and other documents discussing the Ridgemark acquisition and any competitive dynamics associated with the transaction are potentially responsive. This includes materials prepared by HCM personnel at any level of seniority, provided they were prepared for or directed to an officer or director of HCM. It also includes materials received from external parties (such as Greycastle or Cairnstone) and circulated to officers or directors.
For context, HCM manages total assets across all managed funds in excess of $23.9 billion, spanning multiple fund vintages and investment strategies. The financial services and asset management sector is a core investment vertical for HCM, and the Ridgemark acquisition represents a continuation of HCM's platform-building strategy in this space. We expect that the investment thesis and competitive rationale for the Ridgemark acquisition have been discussed extensively in internal HCM materials, and the collection must be thorough.
B. Harrowgate Private Equity Fund IV, L.P.
HPE Fund IV is the acquiring entity under the MIPA. HPE Fund IV reached its final close in December 2023 with total committed capital of $6.2 billion. The fund's stated investment strategy focuses on middle-market financial services and asset management platform acquisitions. Ridgemark is expected to be the fourth platform investment for HPE Fund IV.
To the extent that documents were prepared at the fund level (as distinct from HCM) discussing the Ridgemark transaction — for example, limited partner advisory committee ("LPAC") materials, fund-level investment reports, or internal fund memoranda — those documents are responsive if they address the enumerated topics. In practice, we expect that most responsive documents will originate from HCM rather than from HPE Fund IV itself, given that HCM personnel are responsible for deal sourcing, evaluation, and execution. However, custodians should not assume that fund-level documents are outside the scope of collection.
C. Dunmore Asset Management LLC
Dunmore Asset Management LLC is an existing HPE Fund IV portfolio company. It is a SEC-registered investment adviser headquartered at 227 West Monroe Street, Suite 4100, Chicago, IL 60606. Dunmore's CEO is Franklin Broussard. Dunmore manages total AUM of approximately $3.9 billion, of which approximately $2.1 billion is allocated to alternative credit separately managed accounts. Dunmore operates under NAICS code 523920 (Portfolio Management).
The inclusion of Dunmore in the collection scope is critical because of the horizontal competitive overlap between Dunmore and Ridgemark in the alternative credit SMA market. Any documents prepared by or shared with Dunmore management that analyze competitive dynamics between Dunmore and Ridgemark, discuss the impact of the Ridgemark acquisition on Dunmore's competitive position, estimate combined market shares, or address integration planning as it relates to competitive positioning are responsive to Item 4(c).
This is a particularly sensitive area for the HSR filing. The FTC's Premerger Notification Office and, if the matter is referred for further review, the Bureau of Competition staff, will be attentive to the horizontal overlap in alternative credit SMAs and sub-advisory services for alternative credit mutual funds. Documents from Dunmore that characterize competitive conditions in these markets, or that discuss the strategic benefits of combining Dunmore and Ridgemark, will receive heightened scrutiny. It is therefore imperative that the Dunmore collection be comprehensive and that any responsive documents be identified early in the process.
D. Greycastle Partners LLC
Greycastle Partners LLC is the financial advisor to HCM and HPE Fund IV for the Ridgemark transaction. Mitchell Avery, Managing Director, is the lead banker. Greycastle's offices are located at 300 Atlantic Street, Stamford, CT 06901.
All materials prepared by Greycastle in connection with the Ridgemark acquisition are potentially responsive under Item 4(d). This includes, without limitation, pitch books, confidential information memoranda, market overviews, competitive landscape analyses, comparable transaction analyses, comparable company analyses, and financial models that reference markets, competition, or growth potential. Greycastle is a third party and is not within the "person" of the filing person for Item 4(c) purposes; however, documents prepared by Greycastle for officers or directors of HCM may be responsive under both Item 4(c) (as documents prepared "for" officers or directors) and Item 4(d) (as documents prepared by an investment banker). We will coordinate with Greycastle to obtain copies of all deliverables provided to HCM and HPE Fund IV, as described in Section VII below.
IV. Identified Custodians
The following individuals have been identified as key custodians whose files — including email accounts, electronic documents stored on shared drives or document management systems, and hard-copy files — should be searched for responsive documents. The identification of these custodians is based on their roles in the transaction and the likelihood that they possess or have received documents analyzing the Ridgemark acquisition with respect to the topics covered by Items 4(c) and 4(d).
A. Harrowgate Capital Management LLC Custodians
Each of the foregoing custodians should preserve all documents — in whatever form — that relate to the Ridgemark acquisition and that discuss or reference any of the four enumerated topics (markets, market shares, competition/competitors, sales growth/expansion). Custodians should err on the side of over-inclusion during the initial collection phase; C&H will make final responsiveness determinations during the attorney review process.
B. Dunmore Asset Management LLC Custodians
Important note: If Mr. Broussard or other Dunmore personnel were not involved in the analysis or evaluation of the Ridgemark acquisition, and no documents were prepared by or for Dunmore management relating to the transaction, a negative confirmation should be obtained from Mr. Broussard and documented in writing. This negative confirmation is necessary so that C&H can represent to the Premerger Notification Office, if asked, that a reasonable search was conducted and that no responsive documents were identified at Dunmore. An email from Mr. Broussard confirming the non-existence of responsive documents will be sufficient for this purpose.
C. Greycastle Partners LLC Custodians
Important note: Greycastle is a third party and is not within the "person" of the filing person for Item 4(c) purposes. However, documents prepared by Greycastle for HCM or HPE Fund IV are responsive under Item 4(d), and documents prepared by Greycastle that were directed to officers or directors of HCM may also be responsive under Item 4(c). C&H will coordinate directly with Greycastle, as described in Section VII, to obtain copies of all deliverables. Mr. Avery should be contacted by Marcus Hale or Diane Ochoa to initiate this process.
V. Types of Documents to Collect
This section provides detailed guidance on the categories of documents that should be collected, as well as the categories of documents that are generally not responsive and need not be included in the collection.
A. Categories of Potentially Responsive Documents
The following categories of documents should be collected from the custodians identified in Section IV:
1. Investment Committee Memoranda and Presentations. Any investment committee memorandum ("IC Memo") or presentation deck prepared for the HCM Investment Committee analyzing the strategic rationale for acquiring Ridgemark, including any discussion of Ridgemark's competitive position, market share, or expected synergies with Dunmore. This includes preliminary investment committee materials, final IC Memos, follow-up materials, and any supplemental analyses circulated in connection with investment committee meetings or approvals. For the avoidance of doubt, any IC Memo or presentation prepared for a future committee meeting (including the August 5, 2024 committee meeting, if one is scheduled) is responsive if it exists as of the date of collection; however, for the purposes of the current filing, the focus should be on pre-filing materials created through June 14, 2024.
2. Board and Partner Meeting Materials. Presentations, memoranda, or minutes from HCM board meetings, partnership meetings, or advisory committee meetings at which the Ridgemark acquisition was discussed, to the extent those materials address market positioning, competitive landscape, market share, or growth potential. This includes formal board resolutions and any accompanying discussion materials.
3. Internal Emails and Correspondence. Emails among custodians, or between custodians and external advisors (including Greycastle, Cairnstone, and Ridgemark management), that discuss markets, market shares, competition, competitors, or sales growth potential in connection with the Ridgemark acquisition. Email attachments should be included with the parent email. Custodians should search their email accounts using relevant search terms, including but not limited to: "Ridgemark," "RCA," "alternative credit," "SMA," "market share," "competition," "competitor," "Dunmore," "overlap," "sub-advisory," "private credit," "structured credit," "distressed debt," and "market position." C&H can provide additional search terms upon request.
4. Due Diligence Reports and Summaries. Any internal HCM or HPE Fund IV summaries of due diligence findings that address Ridgemark's competitive position in the SMA market, alternative credit market, private credit market, structured credit market, distressed debt market, or sub-advisory services market. This includes due diligence workstream summaries, management meeting notes, competitive intelligence summaries, and any third-party due diligence reports that address competitive dynamics.
5. Financial Models and Valuation Analyses. Financial models and valuation analyses are responsive to the extent they contain market share data, competitive benchmarking, or growth projections that reference market expansion or competitive positioning. Purely financial models that contain only revenue, cost, and cash-flow projections without reference to markets, competition, or market share are generally not responsive. However, if a financial model includes a "market overview" tab, a "competitive landscape" tab, or comparable company/transaction data with competitive commentary, the entire model should be collected and submitted for attorney review.
6. Confidential Information Memoranda (CIMs). Any CIM prepared by Greycastle for distribution to potential acquirers, or any CIM prepared by Cairnstone on behalf of Ridgemark and received by HCM or HPE Fund IV during the sale process, to the extent those CIMs discuss Ridgemark's market position, competitive dynamics, market share, or growth opportunities. CIMs are among the most commonly produced documents under Item 4(d), and the FTC will expect to see any CIM that was prepared or used in connection with the transaction.
7. Pitch Books and Market Overviews. Presentations prepared by Greycastle for HCM that analyze the asset management landscape, the competitive positioning of Ridgemark within that landscape, comparable transactions in the asset management and financial advisory sectors, or market sizing for alternative credit SMAs, sub-advisory services, or related product categories.
8. Consultant Reports. Any reports prepared by third-party consultants (other than legal counsel) analyzing the competitive effects of the proposed transaction, including market studies, industry reports, or competitive assessments commissioned by HCM or HPE Fund IV in connection with the evaluation of the Ridgemark opportunity.
9. Correspondence with Ridgemark Management. To the extent communications with Jonathan Kessler (CEO of Ridgemark) or Priya Narayanan (COO of Ridgemark) discuss market dynamics, competitive positioning, growth strategies, or competitive advantages relative to other market participants, and those communications were shared with or directed to HCM officers or directors, they are responsive. This includes emails, letters, and notes from management meetings or presentations.
B. Documents NOT Typically Responsive
The following categories of documents are generally not responsive to Items 4(c) or 4(d) and need not be collected, unless they contain substantive discussion of markets, competition, market shares, or growth potential in the context of the Ridgemark acquisition:
• Purely financial documents — financial statements, balance sheets, income statements, tax returns, and similar documents that do not discuss competition, markets, or competitive dynamics.
• Ordinary-course business documents — documents prepared in the ordinary course of HCM's or HPE Fund IV's business that are unrelated to the proposed Ridgemark acquisition. This includes routine fund reporting, investor communications that do not mention the Ridgemark acquisition, and administrative or operational documents.
• Documents prepared exclusively by legal counsel providing legal advice — memoranda, letters, and emails from C&H, Blackwell Oakes & Hardin LLP, Lyle & Pennington LLP (counsel to the sellers), or other legal counsel that contain only legal advice or legal analysis. These are subject to the attorney-client privilege and work product protection, as discussed further in Section VI.C. However, documents from legal counsel that contain factual analyses, competitive assessments, or market data that are separable from legal advice may be responsive and will be reviewed on a case-by-case basis.
• Ridgemark's own internal documents — internal documents prepared by Ridgemark employees for Ridgemark's own purposes are the responsibility of the Acquired Person under the Acquired Person's separate HSR filing. These are being collected and reviewed by Blackwell, Oakes & Hardin LLP under the direction of Rajesh Subramaniam. HCM should not include Ridgemark internal documents in its own Item 4 collection, except to the extent those documents were shared with HCM and fall within one of the responsive categories described above (e.g., management presentations shared during due diligence).
VI. Document Review Protocol
A. Initial Collection and Centralization
All custodians identified in Section IV should be formally notified by Marcus Hale no later than June 8, 2024 of the obligation to preserve and collect potentially responsive documents. This notification should take the form of a written communication (email is acceptable) that identifies the custodian, describes the types of documents to be collected (referencing this memorandum), and directs the custodian to refrain from deleting, modifying, or destroying any potentially responsive documents pending completion of the collection process.
Electronic documents, including emails, should be collected using HCM's existing document management system and email archive. We understand that HCM utilizes a centralized document management platform for deal-related materials. Email collection should be coordinated with HCM's IT department to ensure that all emails from custodian accounts matching relevant search terms are captured. If HCM uses a third-party e-discovery vendor for email collection or document hosting, please advise C&H promptly so that we can coordinate the collection protocol and ensure that the vendor's processes are consistent with the requirements of this memorandum.
Hard-copy documents, if any, should be scanned and transmitted to C&H in PDF format. Each scanned document should be clearly labeled with the custodian's name and a brief description of the document.
All collected documents — whether electronic or scanned hard-copy — should be transmitted to C&H via the secure file-sharing platform previously established for this engagement (Thackeray Solutions VDR, Workspace: Harrowgate-Ridgemark HSR, or such other platform as has been designated). The target delivery date for the initial document collection is June 11, 2024, to allow sufficient time for the attorney review process described below.
B. Attorney Review by Calderwood & Harkness
Upon receipt of the collected documents, C&H attorneys will conduct a structured multi-level review for responsiveness under Items 4(c) and 4(d).
First-level review. Elliot Nguyen and Aaron Liu will conduct the initial review of all collected documents. Each document will be evaluated against the criteria set forth in the HSR Form instructions and this memorandum, with reference to the four substantive categories (markets, market shares, competition/competitors, sales growth/expansion) and the authorship/recipient requirements for Items 4(c) and 4(d), respectively.
Second-level review. Howard Bellamy, the Responsible Partner on this matter, will conduct a second-level review of all documents flagged as responsive or potentially responsive during the first-level review. Mr. Bellamy will make final responsiveness determinations for all documents where responsiveness is ambiguous or where privilege issues are present.
Each document reviewed will be categorized into one of the following categories:
• Responsive — Item 4(c): The document was prepared by or for an officer or director of HCM (or an entity within the person of HCM) and analyzes the proposed Ridgemark acquisition with respect to competition, markets, market shares, or sales growth potential. The document will be produced with the HSR Form.
• Responsive — Item 4(d): The document was prepared by an investment banker, consultant, or other third-party advisor for the purpose of evaluating or analyzing the proposed Ridgemark acquisition with respect to the same topics. The document will be produced with the HSR Form.
• Potentially Responsive — Requires Further Analysis: The document may be responsive, but responsiveness cannot be determined without additional context or analysis. These documents will be escalated to Howard Bellamy for final determination.
• Not Responsive: The document does not meet the criteria for Item 4(c) or 4(d) responsiveness. It will not be produced.
• Privileged: The document is subject to the attorney-client privilege or the work product doctrine. It will be withheld from production. If the document would otherwise be responsive, a privilege log entry will be prepared if required by the Premerger Notification Office.
C. Privilege Screening
Special attention should be given during the review process to communications involving C&H or other legal counsel. The following principles will guide the privilege screening:
Communications between HCM personnel and C&H attorneys that reflect the provision or receipt of legal advice, or that contain attorney mental impressions, opinions, or legal strategies, are protected by the attorney-client privilege and the work product doctrine. These documents will not be produced under Item 4(c) or 4(d).
Communications involving Blackwell, Oakes & Hardin LLP (counsel to Ridgemark) or Lyle & Pennington LLP (counsel to the sellers) should be reviewed carefully. To the extent these communications were shared with HCM personnel under a joint defense or common-interest agreement, privilege may be preserved. In the absence of such an agreement, communications with opposing counsel are generally not privileged as to the filing person.
Mixed-purpose documents — those containing both legal advice and factual or competitive analysis — will be reviewed on a case-by-case basis. Where the legal and factual components are inextricably intertwined, the entire document may be withheld as privileged. Where the factual or competitive analysis is separable from the legal advice, the factual portions may need to be produced.
Any documents that were shared with non-privileged third parties (e.g., shared with Greycastle, Cairnstone, or Ridgemark management without a common-interest or joint defense agreement in place) may have waived privilege protection. These documents will be flagged for Howard Bellamy's review and a determination will be made as to whether waiver has occurred.
D. Bates Numbering and Production Format
All responsive documents identified during the attorney review will be Bates-stamped for production in the following format:
HCM-HSR-000001 et seq.
Documents will be produced in the format required by the Premerger Notification Office. Current PNO guidance requires that:
• Spreadsheets and other natively electronic documents should be produced in native format (e.g., .xlsx, .pptx), with Bates numbers applied via a cover sheet or metadata tag.
• Text documents, PDFs, and scanned hard-copy documents should be produced in PDF format.
• A cover log listing each document produced — including the Bates range, document date, author, recipient(s), document type, and a brief description — will accompany the production.
C&H will prepare the production set and the accompanying document log for inclusion with the HSR Notification Form.
VII. Coordination with Greycastle Partners LLC
Marcus Hale or Diane Ochoa should contact Mitchell Avery at Greycastle Partners LLC as soon as practicable to request copies of all deliverables prepared by Greycastle in connection with the Ridgemark acquisition. Specifically, the following categories of materials should be requested:
(a) Pitch book(s) and market overview presentation(s) prepared by Greycastle for HCM or HPE Fund IV in connection with the Ridgemark opportunity;
(b) Confidential information memorandum or offering memorandum, if Greycastle prepared one, or if Cairnstone's CIM was marked up, annotated, or supplemented by Greycastle;
(c) Comparable company analyses, including any competitive benchmarking or market positioning analyses;
(d) Comparable transaction analyses, including any discussion of competitive dynamics, market consolidation trends, or market share implications;
(e) Market sizing or market share analyses for any relevant market, including but not limited to alternative credit SMAs, sub-advisory services, private credit, structured credit, distressed debt, and institutional asset management;
(f) Any other studies, surveys, analyses, or reports prepared by Greycastle that address competition, markets, market shares, or growth potential in connection with the Ridgemark acquisition.
Greycastle should be advised that these documents are being collected for HSR filing purposes and that production to the FTC and DOJ is required by law under the HSR Act. This is a mandatory filing requirement, not a voluntary disclosure. Greycastle should understand that all materials identified as responsive will be produced to the federal antitrust agencies as part of the HSR Notification Form.
The deadline for Greycastle to provide all responsive materials is June 12, 2024. Marcus Hale should confirm receipt of all materials by that date and transmit them to C&H via the secure file-sharing platform.
VIII. Coordination with Dunmore Asset Management LLC
Marcus Hale or Diane Ochoa should contact Franklin Broussard, CEO of Dunmore Asset Management LLC, as soon as practicable to determine whether any documents were prepared by or for Dunmore management analyzing the proposed Ridgemark acquisition. Specifically, Mr. Broussard should be asked whether any of the following types of documents exist:
(a) Analyses of competitive overlaps between Dunmore and Ridgemark in the alternative credit SMA market;
(b) Analyses of competitive overlaps in sub-advisory services for alternative credit mutual funds;
(c) Market share estimates or competitive benchmarking analyses comparing Dunmore and Ridgemark;
(d) Strategic memoranda, presentations, or emails discussing the impact of the Ridgemark acquisition on Dunmore's competitive position, client relationships, or market strategy;
(e) Integration planning documents that address competitive positioning, market share consolidation, or expansion into new markets or client segments;
(f) Any other documents prepared by or for Dunmore management that discuss competition, markets, market shares, or growth potential in the context of the Ridgemark acquisition.
If such documents exist, they should be collected from Mr. Broussard and transmitted to C&H via the secure file-sharing platform by June 12, 2024. These documents will be reviewed for responsiveness under Items 4(c) and 4(d) as part of the attorney review process.
If no such documents exist, Mr. Broussard should provide a written confirmation — an email will be sufficient — stating that he and Dunmore management have not prepared or received any documents analyzing the Ridgemark acquisition with respect to competition, markets, market shares, or growth potential. This written confirmation should be provided to Marcus Hale and forwarded to C&H for our files. The negative confirmation is important for demonstrating the thoroughness of our search and for responding to any inquiries from the PNO regarding the scope of the Acquiring Person's Item 4 collection.
IX. Key Sensitivities and Areas of Focus
This section highlights the substantive areas of the transaction that present the greatest antitrust sensitivity and that are most likely to attract scrutiny from FTC staff. Custodians and reviewers should pay particular attention to documents that discuss these topics.
A. Competitive Overlap — Alternative Credit SMAs
The most significant antitrust sensitivity in this transaction is the horizontal competitive overlap between Dunmore and Ridgemark in the market for separately managed accounts focused on alternative credit strategies — including private credit, structured credit, and distressed debt — for U.S. institutional investors such as pension funds, endowments, foundations, and insurance companies.
Dunmore currently manages approximately $2.1 billion in alternative credit SMAs, and Ridgemark manages approximately $1.4 billion in alternative credit SMAs. The combined entity would manage approximately $3.5 billion in alternative credit SMAs. Under a narrow market definition — limited to alternative credit SMAs for U.S. institutional investors — C&H's preliminary estimate places the combined post-acquisition market share at approximately 14%–18%, depending on the precise market definition adopted and the data sources used. While this market share level is unlikely to raise presumptive competitive concerns under the Horizontal Merger Guidelines (which generally focus on mergers resulting in market shares above 30% or significant increases in concentration in highly concentrated markets), the FTC staff may nonetheless focus on this overlap, particularly if they define the relevant market more narrowly or identify localized competitive effects.
Any documents discussing this overlap, combined market share calculations, competitive dynamics in the alternative credit SMA market, or the competitive implications of combining Dunmore and Ridgemark are highly likely to be scrutinized by FTC staff and must be carefully collected and reviewed. These documents may include internal emails, IC Memos, Greycastle presentations, or Dunmore management analyses.
Applicable NAICS codes for both Dunmore and Ridgemark include 523920 (Portfolio Management). Ridgemark may also be classified under NAICS code 523910 (Miscellaneous Intermediation) for certain of its activities.
B. Sub-Advisory Services for Alternative Credit Mutual Funds
Ridgemark provides sub-advisory services for mutual fund complexes, acting as a portfolio manager for mutual funds branded and distributed by larger fund families. To the extent any collected documents discuss competitive dynamics in the sub-advisory services market — including Ridgemark's position relative to competing sub-advisors, or the potential for Dunmore to enter the sub-advisory market post-acquisition — these documents are responsive and should be flagged during the collection process.
Sub-advisory mandates represent a distinct competitive channel from SMA mandates, and the FTC may analyze competitive conditions in the sub-advisory market separately. Custodians should be alert to any references to sub-advisory relationships, mutual fund partnerships, or sub-advisory competition in the documents they collect.
C. Revenue and Financial Metrics Referenced in Context of Competition
Ridgemark's trailing twelve months ("TTM") revenue as of the most recent reporting period is approximately $58.3 million, consisting of management fees of approximately $51.1 million and performance/incentive fees of approximately $7.2 million. TTM EBITDA is approximately $16.8 million. The total enterprise value of the transaction is approximately $370 million, the equity purchase price is approximately $328 million (after deducting approximately $42 million in net funded debt), implying an EBITDA multiple of approximately 22.0x and a revenue multiple of approximately 6.3x.
These financial figures, standing alone, are not responsive to Items 4(c) or 4(d). However, if they appear in the context of market share calculations, competitive benchmarking, comparable company or comparable transaction analyses that reference competitive dynamics, or growth projections that discuss market expansion relative to competitors, then the document in which they appear is responsive. Custodians should not exclude documents simply because they are "financial" in nature; the key question is whether the financial data is presented in the context of a competitive analysis.
D. Management Rollover
Jonathan Kessler (CEO of Ridgemark, holding 38% of Ridgemark's pre-closing equity) and Priya Narayanan (COO of Ridgemark, holding 12% of Ridgemark's pre-closing equity) will each retain approximately 10% rollover equity in the post-closing entity. Documents discussing the retention of key personnel in the context of competitive strategy or market positioning — for example, analyses stating that retaining Kessler and Narayanan is important to maintain Ridgemark's client relationships, competitive advantage, or market position — may be responsive to Item 4(c). These documents should be collected and reviewed.
X. Timeline Summary
The following table summarizes the key dates, action items, and responsible parties for the Item 4 document collection process:
Adherence to these deadlines is essential. If any custodian or third party is unable to meet the applicable deadline, Marcus Hale should notify C&H immediately so that we can assess the impact on the filing timeline and determine whether alternative arrangements are necessary.
XI. Contact Information
For questions regarding the scope of Items 4(c) and 4(d), document responsiveness, privilege issues, or any other aspect of the document collection and review process described in this memorandum, please contact:
Elliot Nguyen Lead Associate — Antitrust & Competition Group Calderwood & Harkness LLP 425 Lexington Avenue, New York, NY 10017 Direct: (212) 558-7421
Email: elliot.nguyen@calderwoodharkness.com
Aaron Liu Associate — Antitrust & Competition Group Calderwood & Harkness LLP 425 Lexington Avenue, New York, NY 10017 Direct: (212) 558-7509
Email: aaron.liu@calderwoodharkness.com
Howard Bellamy Partner (Responsible Partner) — Antitrust & Competition Group Calderwood & Harkness LLP 425 Lexington Avenue, New York, NY 10017 Direct: (212) 558-6284
Email: howard.bellamy@calderwoodharkness.com
For questions regarding custodian coordination, document collection logistics, or outreach to Greycastle Partners LLC or Dunmore Asset Management LLC, please coordinate between Marcus Hale and Diane Ochoa at HCM and the C&H team listed above. C&H is available to participate in calls with custodians or third parties to explain the scope of the collection obligation, if that would be helpful.
XII. Appendix A — Summary of Item 4(c) and 4(d) Requirements
The following is a close paraphrase of the HSR Form Item 4(c) and 4(d) instructions as published by the FTC/DOJ Premerger Notification Office, with annotations highlighting the specific elements relevant to this transaction.
Item 4(c)
HSR Form Instruction (paraphrased):
"Submit all documents that were prepared by or for any officer(s) or director(s) of the filing person for the purpose of evaluating or analyzing the acquisition with respect to markets, market shares, competition, competitors, or potential for sales growth or expansion into product or geographic markets."
Annotations for this transaction:
• "Officer(s) or director(s) of the filing person": The filing person is HCM as UPE. Officers of HCM include, at a minimum, Gavin Trask (Managing Partner & Chairman) and Diane Ochoa (Partner). Directors include members of HCM's board of managers or equivalent governing body. Marcus Hale, as a Vice President, is not an officer or director for these purposes, but documents prepared by Hale for officers or directors are responsive. Franklin Broussard, as CEO of Dunmore (a controlled entity within the person of HCM), is an officer of an entity within the filing person's "person"; documents prepared by or for him analyzing this acquisition are responsive.
• "Prepared by or for": This language is broad. It includes documents authored by officers/directors, as well as documents authored by subordinates, advisors, or consultants that were directed to or intended for the review of officers/directors. A presentation prepared by Marcus Hale for the HCM Investment Committee is responsive. An email from Diane Ochoa to Gavin Trask discussing competitive dynamics is responsive. A memo from Greycastle presented to the investment committee is responsive under both 4(c) (prepared "for" officers/directors) and 4(d) (prepared by an investment banker).
• "The acquisition": This means the specific proposed acquisition of Ridgemark by HPE Fund IV. General industry analyses or strategic planning documents that do not reference this transaction are not responsive.
• Four substantive categories: (i) markets; (ii) market shares; (iii) competition or competitors; (iv) potential for sales growth or expansion into new product or geographic markets. A document need only address one of these four categories to be responsive.
Item 4(d)
HSR Form Instruction (paraphrased):
"Submit all studies, surveys, analyses, and reports that were prepared by investment bankers, consultants, or other third parties for the purpose of evaluating or analyzing the acquisition with respect to markets, market shares, competition, competitors, or potential for sales growth or expansion into product or geographic markets."
Annotations for this transaction:
• "Investment bankers, consultants, or other third parties": For this transaction, the primary source of 4(d) documents is Greycastle Partners LLC (investment banker to HCM/HPE Fund IV). Materials from Cairnstone Advisory Group LLC (investment banker to Ridgemark) that were provided to HCM during due diligence are also responsive. Reports from any other consultants engaged by HCM in connection with the acquisition would be responsive.
• "Studies, surveys, analyses, and reports": This language encompasses a broad range of advisory deliverables, including pitch books, CIMs, market overviews, comparable company analyses, comparable transaction analyses, market sizing studies, competitive landscape assessments, and financial models that contain competitive or market analysis. It does not encompass fee engagement letters, billing records, or other administrative documents of the advisor.
• Attorney-prepared documents: Documents prepared by legal counsel (including C&H) are generally not within the scope of Item 4(d), as legal counsel are not "investment bankers, consultants, or other third parties" within the meaning of the instruction. Moreover, such documents are typically protected by the attorney-client privilege and work product doctrine. However, if an attorney-prepared document was shared with non-privileged parties or contains factual competitive analysis separable from legal advice, it may be subject to production.
• Four substantive categories: Same as Item 4(c) — (i) markets; (ii) market shares; (iii) competition or competitors; (iv) potential for sales growth or expansion into new product or geographic markets.
XIII. Appendix B — Custodian Contact Information
The following table provides contact information for all identified custodians. Marcus Hale should verify that all contact information is current and provide any missing information to C&H by June 8, 2024.
Note: The contact information listed above should be confirmed by Marcus Hale prior to custodian outreach. If any custodian's contact information has changed or if additional custodians are identified during the collection process, please notify C&H promptly.
End of Memorandum
This memorandum is protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of the named recipients and should not be disclosed to any third party without the prior written consent of Calderwood & Harkness LLP. The information contained herein reflects the legal analysis and recommendations of Calderwood & Harkness LLP and should not be construed as a guarantee of any particular outcome. Recipients should contact the C&H attorneys identified in Section XI with any questions.
Custodian | Title | Rationale for Inclusion
Gavin Trask | Managing Partner & Chairman | Mr. Trask is the ultimate decision-maker at HCM and the chairman of the investment committee. He is a likely recipient of all investment committee memoranda, board presentations, and strategic analyses relating to the Ridgemark acquisition. Any documents analyzing the competitive rationale for the transaction that were prepared for the investment committee would have been directed to or reviewed by Mr. Trask.
Diane Ochoa | Partner, Head of Financial Services Investments | Ms. Ochoa is the deal sponsor for the Ridgemark acquisition and the senior partner responsible for HCM's financial services sector investment thesis. She is the most likely author or recipient of competitive analyses, market share discussions, and strategic rationale memoranda relating to the Ridgemark acquisition and its interplay with the Dunmore platform.
Marcus Hale | Vice President, Deal Execution | Mr. Hale is the day-to-day deal lead for the Ridgemark acquisition. He is likely to possess detailed internal analyses, email threads with Greycastle and Dunmore management, due diligence summaries, and working drafts of investment committee materials. His email correspondence is expected to be a significant source of responsive documents.
Custodian | Title | Rationale for Inclusion
Franklin Broussard | CEO | Mr. Broussard is the chief executive of Dunmore and may have been consulted by HCM or HPE Fund IV regarding the competitive overlap between Dunmore and Ridgemark in the alternative credit SMA and sub-advisory markets. He may have prepared or received analyses of Dunmore's market position relative to Ridgemark, integration scenarios, or competitive assessments in connection with the proposed acquisition.
Custodian | Title | Rationale for Inclusion
Mitchell Avery | Managing Director | Mr. Avery is the lead banker at Greycastle for the Ridgemark engagement. He is the likely author or custodian of all Greycastle-prepared advisory materials, including the CIM (if Greycastle prepared one), pitch books, market analyses, comparable company and comparable transaction analyses, and other deliverables.
Date | Action Item | Responsible Party
June 7, 2024 | This memorandum distributed to Marcus Hale and Diane Ochoa | C&H (Elliot Nguyen, Aaron Liu)
June 8, 2024 | Custodian notification and document preservation hold issued to all identified custodians (Gavin Trask, Diane Ochoa, Marcus Hale, Franklin Broussard) | Marcus Hale
June 11, 2024 | Initial document collection from HCM custodians delivered to C&H via secure file-sharing platform | Marcus Hale, Diane Ochoa
June 12, 2024 | Greycastle Partners LLC delivers all advisory deliverables to C&H | Mitchell Avery (coordinated by Marcus Hale)
June 12, 2024 | Dunmore Asset Management LLC confirms existence or non-existence of responsive documents; delivers any responsive documents to C&H | Franklin Broussard (coordinated by Marcus Hale)
June 12–14, 2024 | C&H conducts first-level and second-level attorney review of all collected documents for responsiveness, privilege, and categorization | Elliot Nguyen, Aaron Liu, Howard Bellamy
June 14, 2024 | FINAL DEADLINE: All responsive Item 4(c) and 4(d) documents identified, Bates-stamped, and prepared for inclusion with HSR Form | C&H
June 15, 2024 | Draft HSR Notification Form (including Item 4 document log and all responsive documents) circulated to Marcus Hale and Diane Ochoa for client review and approval | C&H
June 18, 2024 | TARGET FILING DATE: HSR Notification Forms filed with FTC and DOJ Premerger Notification Office | C&H (Howard Bellamy)
Custodian | Organization | Title | Email | Phone
Gavin Trask | Harrowgate Capital Management LLC | Managing Partner & Chairman | g.trask@harrowgatecap.com | (302) 555-0141
Diane Ochoa | Harrowgate Capital Management LLC | Partner, Head of Fin. Svcs. Investments | d.ochoa@harrowgatecap.com | (302) 555-0158
Marcus Hale | Harrowgate Capital Management LLC | VP, Deal Execution | m.hale@harrowgatecap.com | (302) 555-0173
Franklin Broussard | Dunmore Asset Management LLC | CEO | f.broussard@dunmoreasset.com | (312) 555-0294
Mitchell Avery | Greycastle Partners LLC | Managing Director | m.avery@greycastlepartners.com | (203) 555-0387

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT

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