Extract to table
Pull the structured facts out of a document: parties, dates, amounts, obligations.
Extract to table / earnout-provisions-tax-review-comment-letter.docx
earnout-provisions-tax-review-comment-letter.docx
Parties
HARKNESS LLP
DeVries LLP
Ardent Healthcare Merger Sub LLC
Pinnacle Health Services Group LLC
Ardent Capital Partners III LP
Gaines LLP
Ardent Healthcare Holdings LLC
No Inc
Dates
March 12, 2024
March 8, 2024
March 1, 2024
June 1, 2024
May 31, 2025
June 1, 2025
May 31, 2026
May 31, 2024
March 15, 2024
March 5, 2024
Amounts
$412
$58.0
$15.0
$65.0
$20.0
$35.0
$35
$5.95
$17.4
$32.41
Obligations
0 million (the "Period 1 Payment") shall become payable to the Eligible Earnout Recipients
0 million (the "Period 2 Payment") shall become payable to the Eligible Earnout Recipients
This characterization objective benefits both the buyer and the sellers, as discussed in detail below, and the drafting of the earnout provisions must be calibrated to support and protect this intended treatment
We recommend the following revisions: First, the non-compete consideration must be separated entirely from the earnout
The Draft Agreement provides that 100% of any remaining unpaid earnout shall become immediately due and payable upon a "change of control" of Ardent Healthcare Holdings LLC occurring at any time during the earnout period
The buyer (or Pinnacle, as the surviving entity in the merger) shall issue appropriate information returns reflecting the earnout payments as additional consideration for the sale of membership interests