Contract analysis

From: Howard Bellamy <hbellamy@calderwoodharkness.com> To: Julian Desmond <jdesmond@ardentcapital.com> Cc: Monica Reyes <mreyes@calderwoodharkness.com> Date: Fri, 08 Mar 2024 04:17:00 -0000 Subject: Ardent Capital / Pinnacle Health Systems — Early Termination of HSR Waiting Period Granted

I am pleased to report that the Federal Trade Commission has granted early termination of the Hart-Scott-Rodino Act waiting period for Ardent Capital Partners III LP's proposed acquisition of Pinnacle Health Systems, Inc. Early termination was granted today, March 8, 2024 (FTC Transaction No. 20241487; Early Termination Notice No. 20240683).

**Timing.** As you will recall, both the acquiring person and acquired person HSR Notification and Report Forms were filed on February 16, 2024, along with our request for early termination. The initial 30-day statutory waiting period would not have expired until March 17, 2024. Today's grant comes nine days ahead of that deadline, which reflects a smooth and efficient review.

**No Second Request.** I can confirm that no Second Request for additional information and documentary material was issued by the FTC at any point during the waiting period. Nor did we receive any substantive questions or informal requests for supplemental information from FTC staff. For your records, Sarah Whitman, an Attorney in the Bureau of Competition's Mergers IV Division, was the assigned staff contact for the

**Closing Condition Satisfied.** With today's grant, the condition to closing set forth in Section 6.1(c) of the Equity Purchase Agreement dated January 31, 2024 — requiring the expiration or early termination of the applicable HSR waiting period — has been satisfied. The parties are now free to proceed to closing from an antitrust regulatory standpoint, and no additional antitrust conditions or obligations remain ou

**Federal Register Publication.** Per standard FTC practice, the early termination notice will be published in the Federal Register, which we expect within a few business days. This publication is ministerial in nature and does not affect the effectiveness of early termination, which is operative as of today's grant.

**Coordination with Other Counsel.** We are separately notifying David Ostrander at Whitfield & Crane LLP so that transaction counsel may advance closing preparations without any further antitrust holds. We are also sending formal confirmation to Catherine Yardley at Fendowell Thornton LLP (transaction counsel to Pinnacle / Veltrano) and coordinating with Jonathan Felder at Greenvale Durneval LLP (antitrust counsel t

**Next Steps.** Calderwood & Harkness will prepare the HSR clearance officer's certificate for execution and delivery at closing, as required under the EPA. Our team remains fully available through closing for any follow-up antitrust matters that may arise, and we will include a summary of the HSR workstream in our next bi-weekly status report.

We are gratified by the efficient outcome here. Please do not hesitate to call me if either of you has any questions or would like to discuss.

Howard Bellamy Partner, Antitrust & Competition Practice Group Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022 T: (212) 558-4000 D: (212) 558-4127 M: (917) 403-8816 hbellamy@calderwoodharkness.com

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