1003-00001 · Harrowgate Capital Management LLC · HSR Filing

supplemental-item-4-production-letter.docx DOCUMENT Antitrust

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CONFIDENTIAL — HART-SCOTT-RODINO FILING MATERIAL

CALDERWOOD & HARKNESS LLP Attorneys at Law 425 Lexington Avenue New York, NY 10017

Telephone: (212) 558-4000 Facsimile: (212) 558-4001

Elliot Nguyen Associate, Antitrust & Competition Group Direct: (212) 558-4237

Email: enguyen@calderwoodharkness.com

July 10, 2024

Premerger Notification Office Bureau of Competition, Mergers IV Division Federal Trade Commission 600 Pennsylvania Avenue, NW Washington, DC 20580

Re: Supplemental Item 4(c) and 4(d) Document Production — Voluntary Access Letter Response

FTC Transaction Number: 2418-7603

Acquiring Person: Harrowgate Capital Management LLC (as Ultimate Parent Entity of Harrowgate Private Equity Fund IV, L.P.)

Acquired Person: Ridgemark Capital Advisors, LLC

HSR Notification Filing Date: June 18, 2024

Dear Sir or Madam:

I. Introduction and Purpose

This firm represents Harrowgate Capital Management LLC, a Delaware limited liability company ("Harrowgate" or the "Acquiring Person"), in its capacity as the Ultimate Parent Entity of Harrowgate Private Equity Fund IV, L.P. ("HPE Fund IV"), a Delaware limited partnership, in connection with HPE Fund IV's proposed acquisition of 100% of the outstanding membership interests of Ridgemark Capital Advisors, LLC ("Ridgemark"), a Delaware limited liability company and SEC-registered investment adviser (CRD No. 298174). We write to provide supplemental document production responsive to Items 4(c) and 4(d) of the Hart-Scott-Rodino Notification and Report Form (the "HSR Form") in response to the Federal Trade Commission's voluntary access letter dated July 8, 2024.

On June 18, 2024, Harrowgate, on behalf of the Acquiring Person, filed the HSR Notification and Report Form (the "HSR Notification") with the Federal Trade Commission (the "Commission") and the Antitrust Division of the United States Department of Justice, pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 15 U.S.C. § 18a (the "HSR Act"), and the implementing rules promulgated thereunder at 16 C.F.R. Parts 801–803 (the "Rules"). The Commission acknowledged receipt of the HSR Notification by letter dated June 21, 2024, and assigned FTC Transaction Number 2418-7603 to this matter.

The initial thirty (30) calendar day waiting period prescribed by Section 7A(b)(1)(B) of the Clayton Act, 15 U.S.C. § 18a(b)(1)(B), commenced on June 18, 2024, and, absent early termination or the issuance of a request for additional information and documentary material (a "Second Request"), is currently set to expire at 11:59 p.m. Eastern Time on July 18, 2024.

This letter and the accompanying document production respond to the Commission's voluntary access letter dated July 8, 2024 (the "VAL"), transmitted by electronic mail from staff of the Bureau of Competition, Mergers IV Division, requesting additional documents and information relating to Items 4(c) and 4(d) of the HSR Form. We wish to state explicitly that this production is made on a voluntary basis in order to facilitate the Commission staff's review of the proposed transaction during the initial waiting period. This production is not made in response to compulsory process, including without limitation any Second Request issued pursuant to 15 U.S.C. § 18a(e)(1), and should not be construed as such. The Acquiring Person submits this supplemental production in a spirit of cooperation and with the expectation that it will enable staff to complete its review of the proposed transaction within the initial waiting period.

II. Description of the Transaction

As described in the HSR Notification, HPE Fund IV proposes to acquire 100% of the outstanding membership interests of Ridgemark Capital Advisors, LLC, pursuant to that certain Membership Interest Purchase Agreement dated as of June 4, 2024 (the "MIPA"), by and among HPE Fund IV, as purchaser, Ridgemark, Jonathan Kessler, Priya Narayanan, certain other employee partners of Ridgemark identified therein, and Thornfield Growth Partners, LLC, as seller representative. The transaction (the "Proposed Transaction") contemplates a change of control in which HPE Fund IV will acquire all of the equity interests of Ridgemark and, as a result, will obtain operational control over Ridgemark's investment advisory business.

The total enterprise value of the Proposed Transaction is approximately $370 million, as reflected in the MIPA and supporting transaction documents. This transaction value falls within the $173.3 million to $536.4 million filing fee band under the 2024 HSR filing fee schedule, as adjusted effective February 27, 2024, and the applicable filing fee of $160,000 was remitted to the Federal Trade Commission with the initial HSR Notification filing on June 18, 2024.

Ridgemark is a registered investment adviser with the U.S. Securities and Exchange Commission, operating principally in the alternative credit space. Ridgemark provides discretionary investment advisory services through separately managed accounts ("SMAs") and commingled fund vehicles for institutional clients, including pension funds, endowments, insurance companies, and family offices. Ridgemark's assets under management were approximately $5.2 billion as of March 31, 2024, with a significant concentration in alternative credit strategies, including private credit, structured credit, and distressed debt.

III. Summary of the FTC Voluntary Access Letter

We acknowledge receipt of the VAL from the Bureau of Competition, Mergers IV Division, dated July 8, 2024, and transmitted to the undersigned by electronic mail on that date. We appreciate staff's willingness to engage with counsel during the initial waiting period and to identify specific areas of interest that may facilitate an efficient review of the Proposed Transaction.

The VAL requested the production of additional documents responsive to Item 4(c) of the HSR Form — that is, documents that analyze the proposed acquisition with respect to competition, competitors, markets, market shares, potential for sales growth, or expansion into product or geographic markets — and Item 4(d) of the HSR Form — that is, confidential information memoranda, management presentations, and similar documents prepared by or for an officer or director that analyze or evaluate the proposed transaction with respect to the criteria set forth in Item 4(c).

In particular, the VAL identified certain entities and custodians beyond those originally searched in connection with the initial HSR Notification filing and requested that supplemental searches be conducted at those locations. Specifically, staff requested that the Acquiring Person:

(a) conduct supplemental searches of the files of certain identified officers and employees of Harrowgate Capital Management LLC who were involved in the evaluation and approval of the Proposed Transaction;

(b) conduct searches of the files of officers and employees of Dunmore Asset Management LLC ("Dunmore"), an existing portfolio company of HPE Fund IV that operates in the alternative credit SMA space, for documents analyzing competition, market positioning, and growth projections for Dunmore's alternative credit SMA business, to the extent such documents relate to or were considered in connection with the Proposed Transaction; and

(c) conduct searches of the files of Greycastle Partners LLC ("Greycastle"), the financial advisor to HPE Fund IV in connection with the Proposed Transaction, for pitch materials, confidential information memoranda, and other advisory presentations prepared in connection with the evaluation and marketing of the Ridgemark acquisition opportunity.

We have undertaken the supplemental searches described in the VAL and provide the results herein.

IV. Scope of Supplemental Search

A. Custodians Searched

In response to the VAL, Calderwood & Harkness LLP conducted supplemental document searches covering the following custodians, organized by entity:

1. Harrowgate Capital Management LLC

Principal Office: 1200 North Market Street, Suite 1400, Wilmington, DE 19801

The following custodians at Harrowgate Capital Management LLC were searched:

(i) Gavin Trask, Managing Partner & Chairman. Mr. Trask serves as the senior decision-maker for Harrowgate's investment strategy and chairs the investment committee that evaluated and approved HPE Fund IV's pursuit of the Proposed Transaction. Mr. Trask's files were partially searched in connection with the initial HSR filing; supplemental searches were conducted in response to the VAL to cover additional search terms and repositories identified by staff.

(ii) Diane Ochoa, Partner, Head of Financial Services Investments. Ms. Ochoa leads Harrowgate's financial services sector investment practice and served as the lead deal partner responsible for originating and evaluating the Ridgemark acquisition opportunity. Ms. Ochoa's files were partially searched in connection with the initial HSR filing; supplemental searches were conducted to identify additional responsive documents across expanded search parameters.

(iii) Marcus Hale, Vice President, Deal Execution. Mr. Hale served as a member of the deal team responsible for executing due diligence and financial modeling for the Proposed Transaction. Mr. Hale's files were searched for the first time in connection with this supplemental production, as his role was identified in discussions with FTC staff as potentially containing responsive materials relating to competitive analysis and market positioning.

2. Dunmore Asset Management LLC

Principal Office: 227 West Monroe Street, Suite 4100, Chicago, IL 60606

The following custodian at Dunmore Asset Management LLC was searched:

(i) Franklin Broussard, Chief Executive Officer. Mr. Broussard serves as the chief executive officer of Dunmore Asset Management LLC, an existing portfolio company of HPE Fund IV. Dunmore is an SEC-registered investment adviser with assets under management of approximately $3.9 billion as of March 31, 2024. Dunmore operates principally in the alternative credit separately managed account space, managing approximately $2.1 billion in alternative credit SMAs for U.S. institutional clients. Dunmore's principal NAICS code is 523920 (Portfolio Management and Investment Advice). As a current portfolio company of HPE Fund IV operating in a business segment adjacent to Ridgemark's core business, Dunmore's files were specifically identified in the VAL as a priority search location for documents containing market analysis, competitive positioning, asset growth projections, and other materials that may be responsive to Items 4(c) and 4(d). Mr. Broussard's files were not searched in connection with the initial HSR Notification filing and were searched for the first time in connection with this supplemental production.

3. Greycastle Partners LLC

Principal Office: 300 Atlantic Street, Stamford, CT 06901

The following custodian at Greycastle Partners LLC was searched:

(i) Mitchell Avery, Managing Director. Mr. Avery is the senior investment banker at Greycastle Partners LLC who served as the lead financial advisor to HPE Fund IV in connection with the Proposed Transaction. Greycastle was retained by Harrowgate to assist in the evaluation, structuring, and negotiation of the Ridgemark acquisition, and prepared various analytical and marketing materials in connection with its advisory engagement. Mr. Avery's files were searched for materials responsive to Item 4(c) and 4(d), including pitch books, confidential information memoranda, market studies, and competitive analyses prepared in connection with the Proposed Transaction. Certain Greycastle materials were identified and produced with the initial HSR Notification filing; supplemental searches were conducted in response to the VAL to identify additional responsive materials across a broader set of search terms.

B. Search Methodology

Supplemental searches were conducted across the electronic mail accounts (including Hollowell Systems and archived email repositories), shared network drives, and document management systems of each of the identified custodians. Specifically, the following repositories were searched for each custodian, to the extent available and applicable:

(a) the custodian's individual email account, including sent mail, received mail, deleted items (to the extent retained and available), and archived correspondence;

(b) shared and individual network drive folders accessible to the custodian, including deal team folders, investment committee materials, and board presentation repositories;

(c) the firm's or entity's document management system (including, as applicable, Tidewater Systems, Vireo Data Systems, or similar platforms), using custodian-specific and matter-specific search parameters; and

(d) any cloud-based collaboration tools (including Sundial Systems and Teams channels) used by the custodian in connection with the evaluation of the Proposed Transaction.

The date range of the supplemental searches was consistent with the parameters applied to the initial HSR Notification filing. The search covered a look-back period from January 1, 2023, through July 8, 2024, which represents a reasonable period for identifying Item 4(c) and 4(d) materials relevant to the conception, evaluation, and execution of the Proposed Transaction.

The search terms utilized were responsive to the FTC staff's specific areas of interest as identified in the VAL. In addition to the search terms applied in the initial filing, the supplemental searches employed the following terms and variants, among others:

• "separately managed account" or "SMA" or "SMAs"

• "alternative credit" or "alt credit"

• "private credit"

• "structured credit"

• "distressed debt" or "distressed"

• "sub-advisory" or "sub-adviser" or "subadvisory"

• "market share" or "market position" or "competitive position"

• "Ridgemark" or "RCA"

• "Dunmore"

• Competitor names identified in the VAL, including "Ares" and "Apollo" and "Harborview Asset Management" and "HPS" and "Golub"

• "AUM growth" or "asset growth" or "organic growth" or "inorganic growth"

All documents identified through the foregoing searches were reviewed for responsiveness to Items 4(c) and 4(d) of the HSR Form by attorneys at Calderwood & Harkness LLP under the supervision of Howard Bellamy, Partner and head of the firm's Antitrust & Competition Group, who serves as the Responsible Partner for antitrust matters relating to the Proposed Transaction. The review was conducted in accordance with the Instructions to the HSR Form and the Commission's guidance regarding the scope of the Item 4 document production obligation.

C. Relationship to Initial Production

The initial HSR Notification filed on June 18, 2024, included a document log identifying all documents produced with the filing in response to Items 4(c) and 4(d) of the HSR Form. The initial production consisted of twelve (12) documents, Bates-stamped SC-0001 through SC-0012, which were drawn primarily from the files of Gavin Trask and Diane Ochoa at Harrowgate Capital Management LLC and from certain Greycastle Partners LLC materials that had been provided to Harrowgate's investment committee.

This supplemental production covers additional custodians and search locations identified by FTC staff in the VAL. In particular, this supplemental production reflects expanded searches at Dunmore Asset Management LLC, whose files were not searched in depth for Item 4 purposes in connection with the initial filing because Dunmore was not a party to the transaction and its documents were not initially identified as likely to contain materials prepared "in connection with" the Proposed Transaction within the meaning of Item 4(d). Following discussions with FTC staff and a review of the VAL, the Acquiring Person conducted supplemental searches at Dunmore to identify materials that may be responsive to Items 4(c) and 4(d), including documents analyzing Dunmore's competitive positioning in the alternative credit SMA market that were considered by the Harrowgate deal team in evaluating the strategic rationale for the Proposed Transaction. Additionally, this supplemental production reflects expanded searches at Greycastle Partners LLC, covering additional custodian repositories and search terms beyond those employed in connection with the initial filing.

No documents from the initial production (SC-0001 through SC-0012) are duplicated in this supplemental production. The supplemental production is entirely additive to the initial Item 4 production.

V. Description of Documents Produced

A total of twenty-three (23) supplemental documents are being produced with this letter. All documents are Bates-stamped SC-SUPP-0001 through SC-SUPP-0023 and are produced in native or near-native format (including PDF and, where applicable, Excel), with Bates stamps applied as a metadata endorsement. The documents are organized on the enclosed USB drive in folders corresponding to the producing custodian.

The general categories of documents produced in this supplemental production are as follows:

(a) Internal Strategy Memoranda and Investment Committee Presentations — Harrowgate Capital Management LLC (SC-SUPP-0001 through SC-SUPP-0007). These seven documents include internal memoranda and presentations prepared by or for the Harrowgate investment committee in connection with the evaluation and approval of the Proposed Transaction. These materials discuss, among other things, the competitive landscape in alternative credit and separately managed accounts, including analyses of competitor positioning, market share estimates for the alternative credit SMA segment, and the strategic rationale for combining HPE Fund IV's existing alternative credit platform (through Dunmore) with Ridgemark's complementary capabilities. Included within this category are an investment committee memorandum dated March 12, 2024, authored by Diane Ochoa and Marcus Hale, an updated market landscape analysis dated April 30, 2024, and presentation slides prepared for the May 2024 Harrowgate Capital quarterly strategic review.

(b) Board-Level and Management Presentations — Dunmore Asset Management LLC (SC-SUPP-0008 through SC-SUPP-0014). These seven documents include presentations and memoranda from the files of Franklin Broussard at Dunmore Asset Management LLC. These materials contain market analysis, competitive positioning assessments, and assets under management growth projections for Dunmore's alternative credit SMA business. Among the documents in this category are Dunmore's 2024 Annual Business Plan presentation to the Dunmore Board of Managers (which includes Harrowgate-appointed members), a competitive benchmarking analysis comparing Dunmore's SMA platform to identified competitors, and quarterly management reporting packages containing AUM data, net flows, and win/loss analysis for new SMA mandates. These documents were identified as responsive to Item 4(c) because they analyze competition, competitors, market shares, and potential for sales growth in the alternative credit SMA market, which is the same market in which Ridgemark operates.

(c) Greycastle Partners LLC Pitch Materials and Confidential Information Memoranda (SC-SUPP-0015 through SC-SUPP-0019). These five documents include pitch books, confidential information memoranda, and analytical presentations prepared by Greycastle Partners LLC in connection with the evaluation and marketing of the Ridgemark acquisition opportunity. These materials include analyses referencing competitive dynamics in the alternative credit and SMA advisory markets, including market share estimates, industry growth projections, and assessments of Ridgemark's competitive position relative to other alternative credit managers. Among the documents in this category is a confidential information memorandum dated February 2024 prepared by Greycastle for prospective acquirers and a supplemental market analysis presentation dated April 2024 that was provided to the Harrowgate deal team.

(d) Email Communications — Harrowgate Deal Team (SC-SUPP-0020 through SC-SUPP-0023). These four documents are email chains among members of the Harrowgate deal team, specifically Gavin Trask, Diane Ochoa, and Marcus Hale, discussing the strategic rationale for combining Dunmore's and Ridgemark's alternative credit platforms. These emails address, among other things, the anticipated competitive effects of the combination, the potential for cross-selling and client retention, projected increases in combined market share in alternative credit SMAs, and the strategic positioning of the combined platform relative to larger alternative credit managers. These email communications were identified as responsive to Item 4(c) because they analyze the proposed acquisition with respect to competition, competitors, markets, and market shares.

All documents are produced in their entirety, without redaction, except as to material protected by the attorney-client privilege or the work product doctrine, for which a privilege log is enclosed as described in Section VI below. No documents have been withheld on any basis other than attorney-client privilege or work product protection.

VI. Privilege Log

A privilege log identifying documents or portions of documents withheld from production on the basis of the attorney-client privilege or attorney work product doctrine is enclosed as Attachment A to this letter. The privilege log contains three (3) entries, corresponding to three documents (or portions thereof) that have been withheld from the supplemental production.

Each entry on the privilege log identifies the following information for each withheld document or communication:

(i) the date of the document or communication;

(ii) the author or sender;

(iii) the recipient(s) and, if applicable, any persons copied;

(iv) the general subject matter of the document or communication, described with sufficient specificity to enable evaluation of the privilege assertion without disclosing the privileged content;

(v) the basis for the privilege assertion (i.e., attorney-client privilege, attorney work product, or both); and

(vi) whether the document has been withheld in full or produced with redactions of privileged content.

The Acquiring Person asserts that each of the withheld documents constitutes a confidential communication between Harrowgate Capital Management LLC and its legal counsel at Calderwood & Harkness LLP (or, in one instance, contains attorney mental impressions and legal strategy analysis constituting opinion work product), and that no waiver of any applicable privilege has occurred. The Acquiring Person reserves all rights with respect to these privilege assertions and is prepared to discuss any questions regarding the privilege log entries with Commission staff.

VII. Reservations and Limitations

The Acquiring Person submits this supplemental document production subject to the following reservations and limitations:

(a) This voluntary production is made without waiver of any rights, claims, or defenses that the Acquiring Person may assert in connection with any compulsory process, including but not limited to any Second Request that may be issued by the Commission under 15 U.S.C. § 18a(e)(1)(A). Nothing in this production or this letter should be construed as a concession regarding the scope or burden of any such compulsory process, should one be issued.

(b) The voluntary nature of this production should not be construed as an acknowledgment that any particular document or category of documents is required to be produced under the HSR Act, the Rules, or the Instructions to the HSR Form, or that any particular document or category of documents would be responsive to a Second Request or Civil Investigative Demand. The Acquiring Person reserves all rights to challenge the scope, relevance, or burden of any compulsory process.

(c) The Acquiring Person reserves the right to supplement or amend this production if additional responsive materials are identified, whether through the identification of additional custodians, search locations, or search terms, or through the ongoing review of previously collected materials. To the extent additional responsive documents are identified, the Acquiring Person will produce such documents promptly and will notify Commission staff of any supplemental production.

(d) The production of documents with this letter does not constitute a waiver of the attorney-client privilege, work product protection, or any other applicable privilege, immunity, or protection with respect to any document, whether produced or withheld, or with respect to any other documents or communications not encompassed by this production. The Acquiring Person specifically reserves all rights under Federal Rule of Evidence 502 and any other applicable rules or doctrines governing inadvertent disclosure or limited waiver.

(e) The Acquiring Person does not concede, by virtue of this production, that any particular product market, geographic market, or other market definition advanced by Commission staff is appropriate for the analysis of the Proposed Transaction under Section 7 of the Clayton Act, 15 U.S.C. § 18, or Section 5 of the Federal Trade Commission Act, 15 U.S.C. § 45.

VIII. Identification of Counsel

Calderwood & Harkness LLP is authorized to receive all communications and correspondence on behalf of the Acquiring Person in connection with the HSR Notification, this supplemental production, and any related matters. All communications should be directed to:

Howard Bellamy Partner, Antitrust & Competition Group Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 Direct Telephone: (212) 558-4185

Email: hbellamy@calderwoodharkness.com

Elliot Nguyen Associate, Antitrust & Competition Group Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 Direct Telephone: (212) 558-4237

Email: enguyen@calderwoodharkness.com

IX. Cooperation Statement

The Acquiring Person is committed to full cooperation with the Commission staff to facilitate a timely and efficient review of the Proposed Transaction during the initial waiting period. We believe that the supplemental production enclosed with this letter is responsive to the requests set forth in the VAL and should provide staff with the information necessary to complete its competitive analysis of the Proposed Transaction.

We are prepared to make counsel available for any follow-up questions, discussions, or meetings regarding this supplemental production or any other aspect of the HSR filing. Should staff wish to arrange a telephone conference or in-person meeting to discuss any of the documents produced, the competitive landscape in the alternative credit SMA industry, or any other matters relevant to the review, we would welcome the opportunity to do so at staff's earliest convenience.

Additionally, the Acquiring Person is willing to provide any further information or documentation that would be helpful to staff's review. We are committed to working cooperatively with the Commission with the goal of resolving any competitive concerns that staff may have and completing the review process within the initial waiting period, if possible.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Elliot Nguyen Associate, Antitrust & Competition Group Direct Telephone: (212) 558-4237

Email: enguyen@calderwoodharkness.com

cc: (by electronic mail)

Howard Bellamy, Partner, Calderwood & Harkness LLP Gavin Trask, Managing Partner & Chairman, Harrowgate Capital Management LLC Diane Ochoa, Partner, Head of Financial Services Investments, Harrowgate Capital Management LLC Marcus Hale, Vice President, Deal Execution, Harrowgate Capital Management LLC Rajesh Subramaniam, Blackwell, Oakes & Hardin LLP (antitrust counsel for the Acquired Person) (courtesy copy)

Enclosures:

1. Supplemental Item 4(c) and 4(d) Document Production (SC-SUPP-0001 through SC-SUPP-0023) — 23 documents (enclosed on USB drive)

2. Attachment A: Privilege Log (3 entries)

CONFIDENTIAL — HART-SCOTT-RODINO FILING MATERIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law 425 Lexington Avenue New York, NY 10017
Telephone: (212) 558-4000 Facsimile: (212) 558-4001
Elliot Nguyen Associate, Antitrust & Competition Group Direct: (212) 558-4237
Email: enguyen@calderwoodharkness.com
July 10, 2024
Premerger Notification Office Bureau of Competition, Mergers IV Division Federal Trade Commission 600 Pennsylvania Avenue, NW Washington, DC 20580
Re: Supplemental Item 4(c) and 4(d) Document Production — Voluntary Access Letter Response
FTC Transaction Number: 2418-7603
Acquiring Person: Harrowgate Capital Management LLC (as Ultimate Parent Entity of Harrowgate Private Equity Fund IV, L.P.)
Acquired Person: Ridgemark Capital Advisors, LLC
HSR Notification Filing Date: June 18, 2024
Dear Sir or Madam:
I. Introduction and Purpose
This firm represents Harrowgate Capital Management LLC, a Delaware limited liability company ("Harrowgate" or the "Acquiring Person"), in its capacity as the Ultimate Parent Entity of Harrowgate Private Equity Fund IV, L.P. ("HPE Fund IV"), a Delaware limited partnership, in connection with HPE Fund IV's proposed acquisition of 100% of the outstanding membership interests of Ridgemark Capital Advisors, LLC ("Ridgemark"), a Delaware limited liability company and SEC-registered investment adviser (CRD No. 298174). We write to provide supplemental document production responsive to Items 4(c) and 4(d) of the Hart-Scott-Rodino Notification and Report Form (the "HSR Form") in response to the Federal Trade Commission's voluntary access letter dated July 8, 2024.
On June 18, 2024, Harrowgate, on behalf of the Acquiring Person, filed the HSR Notification and Report Form (the "HSR Notification") with the Federal Trade Commission (the "Commission") and the Antitrust Division of the United States Department of Justice, pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 15 U.S.C. § 18a (the "HSR Act"), and the implementing rules promulgated thereunder at 16 C.F.R. Parts 801–803 (the "Rules"). The Commission acknowledged receipt of the HSR Notification by letter dated June 21, 2024, and assigned FTC Transaction Number 2418-7603 to this matter.
The initial thirty (30) calendar day waiting period prescribed by Section 7A(b)(1)(B) of the Clayton Act, 15 U.S.C. § 18a(b)(1)(B), commenced on June 18, 2024, and, absent early termination or the issuance of a request for additional information and documentary material (a "Second Request"), is currently set to expire at 11:59 p.m. Eastern Time on July 18, 2024.
This letter and the accompanying document production respond to the Commission's voluntary access letter dated July 8, 2024 (the "VAL"), transmitted by electronic mail from staff of the Bureau of Competition, Mergers IV Division, requesting additional documents and information relating to Items 4(c) and 4(d) of the HSR Form. We wish to state explicitly that this production is made on a voluntary basis in order to facilitate the Commission staff's review of the proposed transaction during the initial waiting period. This production is not made in response to compulsory process, including without limitation any Second Request issued pursuant to 15 U.S.C. § 18a(e)(1), and should not be construed as such. The Acquiring Person submits this supplemental production in a spirit of cooperation and with the expectation that it will enable staff to complete its review of the proposed transaction within the initial waiting period.
II. Description of the Transaction
As described in the HSR Notification, HPE Fund IV proposes to acquire 100% of the outstanding membership interests of Ridgemark Capital Advisors, LLC, pursuant to that certain Membership Interest Purchase Agreement dated as of June 4, 2024 (the "MIPA"), by and among HPE Fund IV, as purchaser, Ridgemark, Jonathan Kessler, Priya Narayanan, certain other employee partners of Ridgemark identified therein, and Thornfield Growth Partners, LLC, as seller representative. The transaction (the "Proposed Transaction") contemplates a change of control in which HPE Fund IV will acquire all of the equity interests of Ridgemark and, as a result, will obtain operational control over Ridgemark's investment advisory business.
The total enterprise value of the Proposed Transaction is approximately $370 million, as reflected in the MIPA and supporting transaction documents. This transaction value falls within the $173.3 million to $536.4 million filing fee band under the 2024 HSR filing fee schedule, as adjusted effective February 27, 2024, and the applicable filing fee of $160,000 was remitted to the Federal Trade Commission with the initial HSR Notification filing on June 18, 2024.
Ridgemark is a registered investment adviser with the U.S. Securities and Exchange Commission, operating principally in the alternative credit space. Ridgemark provides discretionary investment advisory services through separately managed accounts ("SMAs") and commingled fund vehicles for institutional clients, including pension funds, endowments, insurance companies, and family offices. Ridgemark's assets under management were approximately $5.2 billion as of March 31, 2024, with a significant concentration in alternative credit strategies, including private credit, structured credit, and distressed debt.
III. Summary of the FTC Voluntary Access Letter
We acknowledge receipt of the VAL from the Bureau of Competition, Mergers IV Division, dated July 8, 2024, and transmitted to the undersigned by electronic mail on that date. We appreciate staff's willingness to engage with counsel during the initial waiting period and to identify specific areas of interest that may facilitate an efficient review of the Proposed Transaction.
The VAL requested the production of additional documents responsive to Item 4(c) of the HSR Form — that is, documents that analyze the proposed acquisition with respect to competition, competitors, markets, market shares, potential for sales growth, or expansion into product or geographic markets — and Item 4(d) of the HSR Form — that is, confidential information memoranda, management presentations, and similar documents prepared by or for an officer or director that analyze or evaluate the proposed transaction with respect to the criteria set forth in Item 4(c).
In particular, the VAL identified certain entities and custodians beyond those originally searched in connection with the initial HSR Notification filing and requested that supplemental searches be conducted at those locations. Specifically, staff requested that the Acquiring Person:
(a) conduct supplemental searches of the files of certain identified officers and employees of Harrowgate Capital Management LLC who were involved in the evaluation and approval of the Proposed Transaction;
(b) conduct searches of the files of officers and employees of Dunmore Asset Management LLC ("Dunmore"), an existing portfolio company of HPE Fund IV that operates in the alternative credit SMA space, for documents analyzing competition, market positioning, and growth projections for Dunmore's alternative credit SMA business, to the extent such documents relate to or were considered in connection with the Proposed Transaction; and
(c) conduct searches of the files of Greycastle Partners LLC ("Greycastle"), the financial advisor to HPE Fund IV in connection with the Proposed Transaction, for pitch materials, confidential information memoranda, and other advisory presentations prepared in connection with the evaluation and marketing of the Ridgemark acquisition opportunity.
We have undertaken the supplemental searches described in the VAL and provide the results herein.
IV. Scope of Supplemental Search
A. Custodians Searched
In response to the VAL, Calderwood & Harkness LLP conducted supplemental document searches covering the following custodians, organized by entity:
1. Harrowgate Capital Management LLC
Principal Office: 1200 North Market Street, Suite 1400, Wilmington, DE 19801
The following custodians at Harrowgate Capital Management LLC were searched:
(i) Gavin Trask, Managing Partner & Chairman. Mr. Trask serves as the senior decision-maker for Harrowgate's investment strategy and chairs the investment committee that evaluated and approved HPE Fund IV's pursuit of the Proposed Transaction. Mr. Trask's files were partially searched in connection with the initial HSR filing; supplemental searches were conducted in response to the VAL to cover additional search terms and repositories identified by staff.
(ii) Diane Ochoa, Partner, Head of Financial Services Investments. Ms. Ochoa leads Harrowgate's financial services sector investment practice and served as the lead deal partner responsible for originating and evaluating the Ridgemark acquisition opportunity. Ms. Ochoa's files were partially searched in connection with the initial HSR filing; supplemental searches were conducted to identify additional responsive documents across expanded search parameters.
(iii) Marcus Hale, Vice President, Deal Execution. Mr. Hale served as a member of the deal team responsible for executing due diligence and financial modeling for the Proposed Transaction. Mr. Hale's files were searched for the first time in connection with this supplemental production, as his role was identified in discussions with FTC staff as potentially containing responsive materials relating to competitive analysis and market positioning.
2. Dunmore Asset Management LLC
Principal Office: 227 West Monroe Street, Suite 4100, Chicago, IL 60606
The following custodian at Dunmore Asset Management LLC was searched:
(i) Franklin Broussard, Chief Executive Officer. Mr. Broussard serves as the chief executive officer of Dunmore Asset Management LLC, an existing portfolio company of HPE Fund IV. Dunmore is an SEC-registered investment adviser with assets under management of approximately $3.9 billion as of March 31, 2024. Dunmore operates principally in the alternative credit separately managed account space, managing approximately $2.1 billion in alternative credit SMAs for U.S. institutional clients. Dunmore's principal NAICS code is 523920 (Portfolio Management and Investment Advice). As a current portfolio company of HPE Fund IV operating in a business segment adjacent to Ridgemark's core business, Dunmore's files were specifically identified in the VAL as a priority search location for documents containing market analysis, competitive positioning, asset growth projections, and other materials that may be responsive to Items 4(c) and 4(d). Mr. Broussard's files were not searched in connection with the initial HSR Notification filing and were searched for the first time in connection with this supplemental production.
3. Greycastle Partners LLC
Principal Office: 300 Atlantic Street, Stamford, CT 06901
The following custodian at Greycastle Partners LLC was searched:
(i) Mitchell Avery, Managing Director. Mr. Avery is the senior investment banker at Greycastle Partners LLC who served as the lead financial advisor to HPE Fund IV in connection with the Proposed Transaction. Greycastle was retained by Harrowgate to assist in the evaluation, structuring, and negotiation of the Ridgemark acquisition, and prepared various analytical and marketing materials in connection with its advisory engagement. Mr. Avery's files were searched for materials responsive to Item 4(c) and 4(d), including pitch books, confidential information memoranda, market studies, and competitive analyses prepared in connection with the Proposed Transaction. Certain Greycastle materials were identified and produced with the initial HSR Notification filing; supplemental searches were conducted in response to the VAL to identify additional responsive materials across a broader set of search terms.
B. Search Methodology
Supplemental searches were conducted across the electronic mail accounts (including Hollowell Systems and archived email repositories), shared network drives, and document management systems of each of the identified custodians. Specifically, the following repositories were searched for each custodian, to the extent available and applicable:
(a) the custodian's individual email account, including sent mail, received mail, deleted items (to the extent retained and available), and archived correspondence;
(b) shared and individual network drive folders accessible to the custodian, including deal team folders, investment committee materials, and board presentation repositories;
(c) the firm's or entity's document management system (including, as applicable, Tidewater Systems, Vireo Data Systems, or similar platforms), using custodian-specific and matter-specific search parameters; and
(d) any cloud-based collaboration tools (including Sundial Systems and Teams channels) used by the custodian in connection with the evaluation of the Proposed Transaction.
The date range of the supplemental searches was consistent with the parameters applied to the initial HSR Notification filing. The search covered a look-back period from January 1, 2023, through July 8, 2024, which represents a reasonable period for identifying Item 4(c) and 4(d) materials relevant to the conception, evaluation, and execution of the Proposed Transaction.
The search terms utilized were responsive to the FTC staff's specific areas of interest as identified in the VAL. In addition to the search terms applied in the initial filing, the supplemental searches employed the following terms and variants, among others:
•  "separately managed account" or "SMA" or "SMAs"
•  "alternative credit" or "alt credit"
•  "private credit"
•  "structured credit"
•  "distressed debt" or "distressed"
•  "sub-advisory" or "sub-adviser" or "subadvisory"
•  "market share" or "market position" or "competitive position"
•  "Ridgemark" or "RCA"
•  "Dunmore"
•  Competitor names identified in the VAL, including "Ares" and "Apollo" and "Harborview Asset Management" and "HPS" and "Golub"
•  "AUM growth" or "asset growth" or "organic growth" or "inorganic growth"
All documents identified through the foregoing searches were reviewed for responsiveness to Items 4(c) and 4(d) of the HSR Form by attorneys at Calderwood & Harkness LLP under the supervision of Howard Bellamy, Partner and head of the firm's Antitrust & Competition Group, who serves as the Responsible Partner for antitrust matters relating to the Proposed Transaction. The review was conducted in accordance with the Instructions to the HSR Form and the Commission's guidance regarding the scope of the Item 4 document production obligation.
C. Relationship to Initial Production
The initial HSR Notification filed on June 18, 2024, included a document log identifying all documents produced with the filing in response to Items 4(c) and 4(d) of the HSR Form. The initial production consisted of twelve (12) documents, Bates-stamped SC-0001 through SC-0012, which were drawn primarily from the files of Gavin Trask and Diane Ochoa at Harrowgate Capital Management LLC and from certain Greycastle Partners LLC materials that had been provided to Harrowgate's investment committee.
This supplemental production covers additional custodians and search locations identified by FTC staff in the VAL. In particular, this supplemental production reflects expanded searches at Dunmore Asset Management LLC, whose files were not searched in depth for Item 4 purposes in connection with the initial filing because Dunmore was not a party to the transaction and its documents were not initially identified as likely to contain materials prepared "in connection with" the Proposed Transaction within the meaning of Item 4(d). Following discussions with FTC staff and a review of the VAL, the Acquiring Person conducted supplemental searches at Dunmore to identify materials that may be responsive to Items 4(c) and 4(d), including documents analyzing Dunmore's competitive positioning in the alternative credit SMA market that were considered by the Harrowgate deal team in evaluating the strategic rationale for the Proposed Transaction. Additionally, this supplemental production reflects expanded searches at Greycastle Partners LLC, covering additional custodian repositories and search terms beyond those employed in connection with the initial filing.
No documents from the initial production (SC-0001 through SC-0012) are duplicated in this supplemental production. The supplemental production is entirely additive to the initial Item 4 production.
V. Description of Documents Produced
A total of twenty-three (23) supplemental documents are being produced with this letter. All documents are Bates-stamped SC-SUPP-0001 through SC-SUPP-0023 and are produced in native or near-native format (including PDF and, where applicable, Excel), with Bates stamps applied as a metadata endorsement. The documents are organized on the enclosed USB drive in folders corresponding to the producing custodian.
The general categories of documents produced in this supplemental production are as follows:
(a) Internal Strategy Memoranda and Investment Committee Presentations — Harrowgate Capital Management LLC (SC-SUPP-0001 through SC-SUPP-0007). These seven documents include internal memoranda and presentations prepared by or for the Harrowgate investment committee in connection with the evaluation and approval of the Proposed Transaction. These materials discuss, among other things, the competitive landscape in alternative credit and separately managed accounts, including analyses of competitor positioning, market share estimates for the alternative credit SMA segment, and the strategic rationale for combining HPE Fund IV's existing alternative credit platform (through Dunmore) with Ridgemark's complementary capabilities. Included within this category are an investment committee memorandum dated March 12, 2024, authored by Diane Ochoa and Marcus Hale, an updated market landscape analysis dated April 30, 2024, and presentation slides prepared for the May 2024 Harrowgate Capital quarterly strategic review.
(b) Board-Level and Management Presentations — Dunmore Asset Management LLC (SC-SUPP-0008 through SC-SUPP-0014). These seven documents include presentations and memoranda from the files of Franklin Broussard at Dunmore Asset Management LLC. These materials contain market analysis, competitive positioning assessments, and assets under management growth projections for Dunmore's alternative credit SMA business. Among the documents in this category are Dunmore's 2024 Annual Business Plan presentation to the Dunmore Board of Managers (which includes Harrowgate-appointed members), a competitive benchmarking analysis comparing Dunmore's SMA platform to identified competitors, and quarterly management reporting packages containing AUM data, net flows, and win/loss analysis for new SMA mandates. These documents were identified as responsive to Item 4(c) because they analyze competition, competitors, market shares, and potential for sales growth in the alternative credit SMA market, which is the same market in which Ridgemark operates.
(c) Greycastle Partners LLC Pitch Materials and Confidential Information Memoranda (SC-SUPP-0015 through SC-SUPP-0019). These five documents include pitch books, confidential information memoranda, and analytical presentations prepared by Greycastle Partners LLC in connection with the evaluation and marketing of the Ridgemark acquisition opportunity. These materials include analyses referencing competitive dynamics in the alternative credit and SMA advisory markets, including market share estimates, industry growth projections, and assessments of Ridgemark's competitive position relative to other alternative credit managers. Among the documents in this category is a confidential information memorandum dated February 2024 prepared by Greycastle for prospective acquirers and a supplemental market analysis presentation dated April 2024 that was provided to the Harrowgate deal team.
(d) Email Communications — Harrowgate Deal Team (SC-SUPP-0020 through SC-SUPP-0023). These four documents are email chains among members of the Harrowgate deal team, specifically Gavin Trask, Diane Ochoa, and Marcus Hale, discussing the strategic rationale for combining Dunmore's and Ridgemark's alternative credit platforms. These emails address, among other things, the anticipated competitive effects of the combination, the potential for cross-selling and client retention, projected increases in combined market share in alternative credit SMAs, and the strategic positioning of the combined platform relative to larger alternative credit managers. These email communications were identified as responsive to Item 4(c) because they analyze the proposed acquisition with respect to competition, competitors, markets, and market shares.
All documents are produced in their entirety, without redaction, except as to material protected by the attorney-client privilege or the work product doctrine, for which a privilege log is enclosed as described in Section VI below. No documents have been withheld on any basis other than attorney-client privilege or work product protection.
VI. Privilege Log
A privilege log identifying documents or portions of documents withheld from production on the basis of the attorney-client privilege or attorney work product doctrine is enclosed as Attachment A to this letter. The privilege log contains three (3) entries, corresponding to three documents (or portions thereof) that have been withheld from the supplemental production.
Each entry on the privilege log identifies the following information for each withheld document or communication:
(i) the date of the document or communication;
(ii) the author or sender;
(iii) the recipient(s) and, if applicable, any persons copied;
(iv) the general subject matter of the document or communication, described with sufficient specificity to enable evaluation of the privilege assertion without disclosing the privileged content;
(v) the basis for the privilege assertion (i.e., attorney-client privilege, attorney work product, or both); and
(vi) whether the document has been withheld in full or produced with redactions of privileged content.
The Acquiring Person asserts that each of the withheld documents constitutes a confidential communication between Harrowgate Capital Management LLC and its legal counsel at Calderwood & Harkness LLP (or, in one instance, contains attorney mental impressions and legal strategy analysis constituting opinion work product), and that no waiver of any applicable privilege has occurred. The Acquiring Person reserves all rights with respect to these privilege assertions and is prepared to discuss any questions regarding the privilege log entries with Commission staff.
VII. Reservations and Limitations
The Acquiring Person submits this supplemental document production subject to the following reservations and limitations:
(a) This voluntary production is made without waiver of any rights, claims, or defenses that the Acquiring Person may assert in connection with any compulsory process, including but not limited to any Second Request that may be issued by the Commission under 15 U.S.C. § 18a(e)(1)(A). Nothing in this production or this letter should be construed as a concession regarding the scope or burden of any such compulsory process, should one be issued.
(b) The voluntary nature of this production should not be construed as an acknowledgment that any particular document or category of documents is required to be produced under the HSR Act, the Rules, or the Instructions to the HSR Form, or that any particular document or category of documents would be responsive to a Second Request or Civil Investigative Demand. The Acquiring Person reserves all rights to challenge the scope, relevance, or burden of any compulsory process.
(c) The Acquiring Person reserves the right to supplement or amend this production if additional responsive materials are identified, whether through the identification of additional custodians, search locations, or search terms, or through the ongoing review of previously collected materials. To the extent additional responsive documents are identified, the Acquiring Person will produce such documents promptly and will notify Commission staff of any supplemental production.
(d) The production of documents with this letter does not constitute a waiver of the attorney-client privilege, work product protection, or any other applicable privilege, immunity, or protection with respect to any document, whether produced or withheld, or with respect to any other documents or communications not encompassed by this production. The Acquiring Person specifically reserves all rights under Federal Rule of Evidence 502 and any other applicable rules or doctrines governing inadvertent disclosure or limited waiver.
(e) The Acquiring Person does not concede, by virtue of this production, that any particular product market, geographic market, or other market definition advanced by Commission staff is appropriate for the analysis of the Proposed Transaction under Section 7 of the Clayton Act, 15 U.S.C. § 18, or Section 5 of the Federal Trade Commission Act, 15 U.S.C. § 45.
VIII. Identification of Counsel
Calderwood & Harkness LLP is authorized to receive all communications and correspondence on behalf of the Acquiring Person in connection with the HSR Notification, this supplemental production, and any related matters. All communications should be directed to:
Howard Bellamy Partner, Antitrust & Competition Group Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 Direct Telephone: (212) 558-4185
Email: hbellamy@calderwoodharkness.com
Elliot Nguyen Associate, Antitrust & Competition Group Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 Direct Telephone: (212) 558-4237
Email: enguyen@calderwoodharkness.com
IX. Cooperation Statement
The Acquiring Person is committed to full cooperation with the Commission staff to facilitate a timely and efficient review of the Proposed Transaction during the initial waiting period. We believe that the supplemental production enclosed with this letter is responsive to the requests set forth in the VAL and should provide staff with the information necessary to complete its competitive analysis of the Proposed Transaction.
We are prepared to make counsel available for any follow-up questions, discussions, or meetings regarding this supplemental production or any other aspect of the HSR filing. Should staff wish to arrange a telephone conference or in-person meeting to discuss any of the documents produced, the competitive landscape in the alternative credit SMA industry, or any other matters relevant to the review, we would welcome the opportunity to do so at staff's earliest convenience.
Additionally, the Acquiring Person is willing to provide any further information or documentation that would be helpful to staff's review. We are committed to working cooperatively with the Commission with the goal of resolving any competitive concerns that staff may have and completing the review process within the initial waiting period, if possible.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Elliot Nguyen Associate, Antitrust & Competition Group Direct Telephone: (212) 558-4237
Email: enguyen@calderwoodharkness.com
cc: (by electronic mail)
Howard Bellamy, Partner, Calderwood & Harkness LLP Gavin Trask, Managing Partner & Chairman, Harrowgate Capital Management LLC Diane Ochoa, Partner, Head of Financial Services Investments, Harrowgate Capital Management LLC Marcus Hale, Vice President, Deal Execution, Harrowgate Capital Management LLC Rajesh Subramaniam, Blackwell, Oakes & Hardin LLP (antitrust counsel for the Acquired Person) (courtesy copy)
Enclosures:
1.  Supplemental Item 4(c) and 4(d) Document Production (SC-SUPP-0001 through SC-SUPP-0023) — 23 documents (enclosed on USB drive)
2.  Attachment A: Privilege Log (3 entries)

CONFIDENTIAL — HART-SCOTT-RODINO FILING MATERIAL

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