Contract analysis

From: "Monica Reyes" To: "Jonathan Felder" Cc: "Howard Bellamy" Subject: Ardent Capital / Pinnacle Health Systems — NAICS Code Consistency Across HSR Filings

I hope you had a good weekend. I am writing to follow up on the coordination protocol letter that Howard Bellamy sent to you on February 5, 2024, regarding the Hart-Scott-Rodino filings in connection with Ardent Capital Partners' proposed acquisition of Pinnacle Health Systems, Inc.

As you know, we are targeting a simultaneous filing date of February 16, 2024, which is well within the 15-business-day filing deadline running from the January 31, 2024 execution of the Equity Purchase Agreement (per EPA §5.4(a), which gives us through February 22, 2024). We are in the process of finalizing the acquiring person's HSR Notification and Report Form on Ardent's behalf and wanted to reach out now to conf

**NAICS Code Classifications for Pinnacle**

As we understand it, Pinnacle operates two primary lines of business: (1) ambulatory surgical centers (42 ASCs) and (2) physician practice management entities (31 entities), spread across nine states (NC, SC, VA, TN, GA, FL, AL, OH, and TX). In describing Pinnacle's operations in the acquiring person's form, Calderwood & Harkness proposes that both filings use the following two NAICS codes:

- **621111 — Offices of Physicians**, covering Pinnacle's physician practice management operations; and - **621493 — Freestanding Ambulatory Surgical and Emergency Centers**, covering Pinnacle's ASC operations.

We would appreciate your confirmation that Greenvale Durneval intends to use these same two NAICS codes in the acquired person's filing to describe Pinnacle's business activities. Consistency on this point is important to us because these are the same codes we have used in preparing the overlap analysis between Pinnacle and Ardent Capital's existing healthcare portfolio companies—specifically, Marlowe Asset Managemen

Separately, we want to ensure that both filings report Pinnacle's revenue figures consistently. Based on the audited financial statements prepared by Harland & Marsh CPAs LLP, we intend to report Pinnacle's FY 2023 total revenue as **$637.4 million**. Could you please confirm the revenue figures Greenvale Durneval intends to use in the acquired person's form so we can verify that both sides are aligned?

- Both filings will request early termination of the waiting period. - We are targeting finalization of the acquiring person's form by **February 14**, and we would greatly appreciate your confirmation on both the NAICS codes and the revenue figures **by end of day on February 12** so that we have adequate time to reconcile any remaining discrepancies before the February 16 filing date. - If it would be helpful, we a

Thank you for the continued coordination on this, Jonathan. Please do not hesitate to call me or send an email if you have any questions or would like to discuss any of the above.

**Monica Reyes** Associate, Antitrust & Competition Practice Group Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022 Direct: (212) 554-7183 Email: mreyes@calderwoodharkness.com

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