Oliver,
With signing of the merger agreement targeted for April 7, I wanted to follow up on our discussion and lay out where we are on HSR filing strategy for Project Summit — Harrowgate Private Equity Fund IV LP's proposed $980 million take-private acquisition of Pennfield Holdings, Inc. (Nasdaq: PNFD). As you know, public announcement is planned for the same day. Below is a summary of the key points; the more detailed HSR Filing Memorandum is being finalized today and I'll circulate it to you and the deal team shortly.
**Filing Obligation**
The transaction is clearly reportable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The deal value of $980 million well exceeds the 2025 size-of-transaction threshold of $119.5 million, and both parties satisfy the applicable size-of-person thresholds (Harrowgate Capital Partners LLC manages approximately $14.2 billion in firm-wide AUM; Pennfield reported FY 2024 revenue of $1.62 billion). Filings are required by both the acquiring person (Harrowgate / HPE Fund IV) and the acquired person (Pennfield Holdings).
**Recommended Filing Date**
I recommend we file on or about April 8, 2025 — the day after the anticipated signing and public announcement of the definitive merger agreement. Filing promptly after signing is consistent with the overall deal timeline and maximizes the runway for the 30-day initial waiting period to expire well ahead of the targeted stockholder meeting (estimated June 19) and closing (estimated June 30). An April 8 filing also coordinates neatly with the 15-business-day marketing period under the debt financing commitments from Falconer National Bank, N.A. and Dunmore Capital Markets LLC.
**Filing Fee**
The applicable HSR filing fee for 2025, based on a transaction value between $500 million and $1 billion, is $280,000. The fee is payable by the acquiring person (Harrowgate). I'd recommend Ryan coordinate with Jonah Whitfield and the team at Ridgepoint Partners (Marcus Hale) on payment logistics so we can have this queued up before filing day.
**Waiting Period Timeline**
The initial waiting period runs 30 calendar days from the date of filing. Assuming we file on April 8, the waiting period would expire on or about May 8, 2025 — again, assuming no early termination is granted and no second request is issued. We can and should request early termination, though as you're aware, the agencies have been inconsistent about granting ET in recent years, so I would not recommend building the deal schedule around receiving it. In any event, the Outside Date of September 30, 2025, under the merger agreement provides ample cushion even in the unlikely scenario of a second request.
**Second Request Risk Assessment (Summary)**
Based on our antitrust risk assessment (being finalized separately, dated April 2, 2025), we assess the risk of a second request as **low**. In short:
- Pennfield operates in the specialty outdoor lifestyle, sporting goods, and adventure apparel retail space — a highly fragmented market with numerous national, regional, and online competitors. - Harrowgate's existing portfolio companies do not include any businesses with meaningful horizontal overlap in Pennfield's product categories or geographic markets. - This is a financial sponsor acquisition, not a strategic combination, which materially reduces the likelihood of competitive concerns from the agencies' perspective. - The pre-signing market check conducted by Whitmore Zanthor & Co. (concluded March 14, 2025) yielded no competing bids, which is consistent with the absence of the kind of strategic overlap that might otherwise raise antitrust flags. - No non-U.S. merger control filings are required, as Pennfield has no foreign operations.
The detailed analysis is set out in the Antitrust Risk Assessment Memorandum, which I will circulate as soon as it is finalized.
**Action Items / Next Steps**
1. My team is beginning preparation of the HSR filing forms and compiling the required Item 4(c) and 4(d) documents (documents relating to the competitive analysis of the transaction). 2. **Ryan** — could you please coordinate with Jonah Whitfield and the Harrowgate deal team to obtain Harrowgate's organizational charts, revenue breakdowns by business segment, and any internal documents analyzing the competitive landscape for Pennfield's markets? We'll need these for Item 4 purposes and should start gathering them now so we aren't scrambling the week of filing. 3. I will circulate the comprehensive HSR Filing Memorandum (addressed to you and the deal team) for review — targeting later today. 4. The separate Antitrust Risk Assessment Memorandum is also being finalized and will follow shortly. Both memos are attorney-client privileged and confidential and should be treated accordingly.
**Oliver** — can you confirm you're aligned on the April 8 filing target so we can finalize preparations on our end?
Happy to discuss any of this by phone if helpful. Thanks.
Best, Elaine
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Elaine Forsythe Partner, Antitrust & Competition Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York, NY 10006 D: +1 (212) 455-7839 E: eforsythe@calderwoodharkness.com Matter No. 1003-00004
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