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Harrowgate Capital Management LLC Antitrust 12 docs · open →

Document types detected

Analysis / memo7

Correspondence2

Filing / regulatory2

Engagement letter1

Parties across the matter

Chairman Harrowgate Capital Management LLCCounsel Harrowgate Capital Management LLCDunmore Asset Management LLCGreycastle Partners LLCHARKNESS LLPHardin LLPHarkness LLPHarrowgate Capital Management LLCInvestments Harrowgate Capital Management LLCPennington LLP

Chronology

2024-12-31 · matter-closing-memorandum.docx

… waiting period. The MIPA also contained a regulatory outside date of December 31, 2024, after which either party could terminate the agreement if the regulatory condition had n …

2024-09-13 · termination-advisory-memo.docx

… August 30, 2024, the ten-business-day deadline would fall on or about September 13, 2024. We recommend, however, that the wire transfer be initiated on or before September 10, 20 …

2024-09-12 · matter-closing-memorandum.docx

… RODUCT CALDERWOOD & HARKNESS LLP INTERNAL MEMORANDUM — MATTER CLOSING September 12, 2024 TO: File — Matter No. 1003-00001 FROM: Elliot Nguyen, Lead Associate, Antitrust & Competi …

2024-09-10 · matter-closing-memorandum.docx

… ed, and requested written confirmation of withdrawal from the FTC. On September 10, 2024, HPE Fund IV wired the reverse termination fee of $7.4 million (representing 2.0% of the …

2024-09-10 · termination-advisory-memo.docx

… ansfer of the reverse termination fee of $7.4 million to Ridgemark by September 10, 2024 (which is within the ten (10) business day period following the anticipated termination e …

2024-09-03 · matter-closing-memorandum.docx

… ase Agreement ("MIPA") was formally terminated on August 30, 2024. On September 3, 2024, C&H submitted an HSR withdrawal notification letter to the FTC Premerger Notification Of …

2024-09-03 · hsr-withdrawal-letter.docx

… d Bellamy Direct Dial: (212) 558-4172 hbellamy@calderwoodharkness.com September 3, 2024 Premerger Notification Office Bureau of Competition Federal Trade Commission 600 Pennsylv …

2024-09-03 · termination-advisory-memo.docx

… the HSR withdrawal letter to the FTC Premerger Notification Office by September 3, 2024; and (iii) wire transfer of the reverse termination fee of $7.4 million to Ridgemark by S …

2024-08-30 · matter-closing-memorandum.docx

… rship Interest Purchase Agreement ("MIPA") was formally terminated on August 30, 2024. On September 3, 2024, C&H submitted an HSR withdrawal notification letter to the FTC Pre …

2024-08-30 · hsr-withdrawal-letter.docx

… erminated by mutual written agreement of the parties, effective as of August 30, 2024. As a result of such termination, the parties do not intend to consummate the proposed ac …

2024-08-30 · termination-advisory-memo.docx

… eps: (i) delivery of the written termination notice under the MIPA by August 30, 2024; (ii) submission of the HSR withdrawal letter to the FTC Premerger Notification Office by …

2024-08-29 · termination-advisory-memo.docx

… est that HCM review the draft and provide any comments or approval by August 29, 2024, with a target delivery date of August 30, 2024. If HCM approves the draft on the expecte …

2024-08-28 · termination-advisory-memo.docx

… prepare and circulate a draft termination notice for HCM's review by August 28, 2024. We request that HCM review the draft and provide any comments or approval by August 29, …

2024-08-27 · termination-advisory-memo.docx

… t LLC 1200 North Market Street, Suite 1400 Wilmington, DE 19801 DATE: August 27, 2024 RE: Transaction Abandonment Advisory — Proposed Acquisition of Ridgemark Capital Advisors …

2024-08-26 · matter-closing-memorandum.docx

… staff on July 22, 2024, the Harrowgate Investment Committee voted on August 26, 2024 to abandon the proposed acquisition. The decision to terminate the transaction was driven …

2024-08-26 · termination-advisory-memo.docx

… t Nguyen, Gavin Trask, Diane Ochoa, and Marcus Hale on the evening of August 26, 2024, the Harrowgate Investment Committee voted unanimously on August 26, 2024 to abandon the …

2024-08-19 · second-request-compliance-cost-memo.docx

… tantial compliance. If collection and processing commence the week of August 19, 2024, we project a substantial compliance certification date in late October to late November …

2024-08-14 · matter-closing-memorandum.docx

… million in e-discovery vendor costs that had been projected in C&H's August 14, 2024 compliance timeline memorandum were never incurred. This memorandum is prepared to memori …

2024-08-14 · second-request-compliance-cost-memo.docx

… t LLC 1200 North Market Street, Suite 1400 Wilmington, DE 19801 DATE: August 14, 2024 RE: Second Request Compliance — Timeline and Cost Estimate FTC Transaction No. 2418-7603 …

2024-07-22 · matter-closing-memorandum.docx

… d conducted an initial in-person meeting with FTC Mergers IV staff on July 22, 2024, the Harrowgate Investment Committee voted on August 26, 2024 to abandon the proposed acq …

2024-07-22 · ftc-meeting-preparation-memo.docx

… n Liu, Working Associate, Antitrust & Competition RE: Preparation for July 22, 2024 Meeting with FTC Bureau of Competition, Mergers IV Division — Proposed Acquisition of Rid …

2024-07-22 · second-request-compliance-cost-memo.docx

… ally reduce competition in that segment. E. Meeting with FTC Staff On July 22, 2024, Calderwood & Harkness (Howard Bellamy and Elliot Nguyen), together with Diane Ochoa of H …

2024-07-22 · second-request-strategy-memo.docx

… with FTC Mergers IV Division staff, which is currently scheduled for July 22, 2024. That meeting will be a critical opportunity to engage constructively with staff, present …

2024-07-19 · matter-closing-memorandum.docx

… ed in the preparation of the FTC meeting preparation memorandum dated July 19, 2024, and participated in Second Request scope analysis and compliance planning. F. Counterpar …

2024-07-19 · ftc-meeting-preparation-memo.docx

… ew York, NY 10017 INTERNAL MEMORANDUM Matter Number: 1003-00001 Date: July 19, 2024 TO: Howard Bellamy, Responsible Partner, Antitrust & Competition Elliot Nguyen, Lead Asso …

2024-07-19 · second-request-strategy-memo.docx

… LLC, 1200 North Market Street, Suite 1400, Wilmington, DE 19801 Date: July 19, 2024 Re: FTC Second Request — Initial Analysis and Recommended Compliance Strategy; Proposed A …

2024-07-18 · hsr-filing-transmittal-letter.docx

… d Report Form and is expected to expire at 11:59 p.m. Eastern Time on July 18, 2024, which is thirty (30) calendar days following the date of filing. The Acquiring Person un …

2024-07-18 · supplemental-item-4-production-letter.docx

… d 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 volunta …

2024-07-18 · antitrust-risk-assessment-memo.docx

… nce on the filing date and would expire at 11:59 p.m. Eastern Time on July 18, 2024, absent issuance of a Second Request or early termination of the waiting period. The foll …

2024-07-18 · ftc-meeting-preparation-memo.docx

… the Second Request, the initial waiting period would have expired on July 18, 2024, and the parties would have been free to consummate the transaction. The issuance of the …

2024-07-18 · second-request-compliance-cost-memo.docx

… 30-day waiting period was set to expire at 11:59 p.m. Eastern Time on July 18, 2024. We note that early termination of the waiting period was not requested. This decision wa …

2024-07-18 · second-request-strategy-memo.docx

… 0-day statutory waiting period under the HSR Act was set to expire on July 18, 2024. However, on July 8, 2024, the FTC's Bureau of Competition, Mergers IV Division issued a …

2024-07-16 · matter-closing-memorandum.docx

… on of 23 supplemental documents on behalf of the Acquiring Person. On July 16, 2024 — two days before expiration of the initial 30-day statutory waiting period — the FTC iss …

2024-07-16 · hsr-withdrawal-letter.docx

… ed or otherwise tolled, should be deemed terminated. We note that, on July 16, 2024, the Commission issued a Request for Additional Information and Documentary Material (the …

2024-07-16 · ftc-meeting-preparation-memo.docx

… Additional Information and Documentary Material ("Second Request") on July 16, 2024, two days before the expiration of the initial thirty-day waiting period under the Hart-S …

2024-07-16 · second-request-compliance-cost-memo.docx

… ed by the Federal Trade Commission (the "FTC" or the "Commission") on July 16, 2024, in connection with the proposed acquisition by Harrowgate Private Equity Fund IV, L.P. ( …

2024-07-16 · second-request-strategy-memo.docx

… the Second Request issued by the Federal Trade Commission ("FTC") on July 16, 2024, and to recommend a comprehensive compliance strategy for Harrowgate Capital Management L …

2024-07-16 · termination-advisory-memo.docx

… Second Request for additional information and documentary material on July 16, 2024, which tolled the HSR waiting period. As of the date of this memorandum, the parties have …

2024-07-10 · matter-closing-memorandum.docx

… supplemental Item 4(c) and 4(d) documents, to which C&H responded on July 10, 2024 with the production of 23 supplemental documents on behalf of the Acquiring Person. On Ju …

2024-07-10 · supplemental-item-4-production-letter.docx

… on Group Direct: (212) 558-4237 Email: enguyen@calderwoodharkness.com July 10, 2024 Premerger Notification Office Bureau of Competition, Mergers IV Division Federal Trade Co …