Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze whether the proposed acquisition of 100% of the outstanding equity of MedVance Health Systems, Inc. (the "Target," the "Company," or "MedVance") by Ardent Healthcare Holdings Inc. (the "Purchaser" or "AHH"), a newly formed acquisition vehicle of Ardent Capital Partners III LP ("Ardent CP" or "Fund III"), at a fixed purchase price of $620,000,000 (the "

II. Transaction Overview A. Parties. Acquiring Person. The acquiring person for purposes of the HSR Act is Ardent Capital Partners III LP, a Delaware limited partnership (EIN 87-3541982), with its principal offices at 599 Lexington Avenue, 34th Floor, New York, NY 10022. Ardent Capital Partners III LP is managed by its general partner, Ardent Capital Management III LLC, a Delaware limited liability company. Ardent Ca

III. HSR Act Jurisdictional Analysis A. Applicability — Section 7A(a) Requirements

Section 7A(a) of the Clayton Act, 15 U.S.C. § 18a(a), requires that the parties to certain acquisitions file premerger notifications with the FTC and DOJ and observe a waiting period before consummating the acquisition, provided that the following three statutory prerequisites are met: (1) Nature of the acquisition. The transaction must involve the acquisition of voting securities, assets, or a non-corporate interest

Section 802.1 — Acquisitions of Goods or Realty Transferred in the Ordinary Course of Business. This exemption applies to acquisitions of goods or realty in the ordinary course of business and is inapplicable to acquisitions of voting securities. The Transaction is structured as a stock acquisition. This exemption does not apply.

Section 802.4 — Acquisitions of Voting Securities of Foreign Issuers. This exemption applies to certain acquisitions of voting securities of entities organized under the laws of foreign jurisdictions. MedVance Health Systems, Inc. is a domestic Delaware corporation, and Ardent Healthcare Holdings Inc. is likewise a Delaware corporation. This exemption does not apply.

Section 802.30 — Intraperson Transactions. This exemption applies to acquisitions within a single "person" as defined under the HSR Act, i.e., transactions between entities under common control. There is no pre-existing affiliation or common ownership between Ardent Capital Partners III LP (or any of its controlled entities) and MedVance Health Systems, Inc. (or Crestline Growth Equity Fund II LP). This exemption doe

Section 802.9 — Acquisitions Solely for the Purpose of Investment. This exemption applies to acquisitions of voting securities that, as held or upon consummation, constitute 10% or less of the outstanding voting securities of the issuer, where the acquisition is made "solely for the purpose of investment" and the acquiring person has no intention of participating in the formulation, determination, or direction of the

Section 802.51 — Acquisitions of Foreign Assets. This exemption applies to acquisitions of assets located outside the United States. MedVance's assets are located entirely within the United States (in Tennessee, Alabama, Georgia, and Kentucky). This exemption does not apply. Other Exemptions. We have also reviewed the exemptions under 15 U.S.C. § 18a(c) (statutory exemptions) and have not identified any that would ap

IV. Filing Mechanics and Procedures A. Filing Parties and Forms Two separate HSR Forms must be submitted in connection with the Transaction—one by the acquiring person and one by the acquired person: (i) Acquiring Person's Filing. Ardent Capital Partners III LP, as the UPE of the acquiring person, will file the acquiring person's Notification and Report Form. The filing will be prepared by Calderwood & Harkness LLP (

1. Item 1 — Transaction Description and Identification of Acquiring and Acquired Persons. Item 1 requires a description of the transaction and identification of both the acquiring and acquired persons, including the names, addresses, and UPE identification for both parties. The filing will identify Ardent Capital Partners III LP as the UPE of the acquiring person and Ardent Healthcare Holdings Inc. as the entity dire

2. Item 2 — Acquiring Person Identification. Item 2 requires information regarding the acquiring person's legal form, state of organization, employer identification number (EIN), and identification of officers and directors of entities within the acquiring person. The filing will disclose: • Ardent Capital Partners III LP: Delaware limited partnership; EIN 87-3541982 • Ardent Capital Management III LLC: Delaware LLC

3. Item 3 — Acquired Entity Identification. Item 3 requires identification information for the acquired entity, including its legal name, state of incorporation, EIN, and state file number. MedVance Health Systems, Inc.: Delaware corporation; EIN 62-7083149; Delaware File No. 4938217; principal place of business at 4200 West End Avenue, Suite 1100, Nashville, TN 37205.

4. Item 4 — Prior Acquisitions. Item 4 requires disclosure of acquisitions by the acquiring person within the same NAICS codes as the acquired person during the preceding five years. This requires compilation of all acquisitions by Ardent Capital Partners III LP (and its controlled entities, including all Fund III portfolio companies) in the healthcare services NAICS codes applicable to MedVance's operations. We requ

5. Item 5 — Revenues by NAICS/SIC Code. Item 5 requires reporting of the acquired person's revenues by NAICS code. For MedVance, the primary NAICS codes to be reported are: • 621111 — Offices of Physicians (except Mental Health Specialists): This is expected to account for the majority of MedVance's revenue, reflecting the company's multi-site physician practice operations. • 622110 — General Medical and Surgical Hos

6. Item 6 — NAICS Code Overlaps. Item 6 requires identification of overlapping NAICS codes between the acquiring person's existing operations (including portfolio companies) and the acquired person. This is the key item for assessing horizontal competitive overlap and is the primary focus of the agencies' initial screening of filings. Based on our preliminary review, as discussed in detail in Section V.B below, we do

7. Item 7 — Documents. Item 7 requires production of two categories of documents: (a) 4(c) Documents. Under Section 7A(d)(1) of the HSR Act and Item 4(c) of the HSR Form, the filing person must produce all studies, surveys, analyses, and reports that were prepared by or for any officer or director of the filing person (or, in the case of an unincorporated entity, a controlling person) for the purpose of evaluating or

V. Substantive Antitrust Assessment A. Relevant Markets A key component of the agencies' review of any HSR filing is the identification and analysis of relevant antitrust markets—both product markets and geographic markets—in which the parties operate or may compete. The following analysis applies the market-definition framework set forth in the U.S. Department of Justice and Federal Trade Commission Merger Guideline

1. Product Market Definition. MedVance operates as a multi-site physician practice and outpatient healthcare services provider. Its operations encompass a range of clinical service lines, each of which may constitute a distinct relevant product market for antitrust purposes. The FTC and DOJ have historically defined product markets in healthcare provider mergers on a narrow, service-line-specific basis, recognizing t

2. Geographic Market Definition. The FTC and DOJ typically define geographic markets for healthcare provider services on a local basis, reflecting the fact that patients generally select healthcare providers within a reasonable travel distance from their homes or workplaces. The agencies have used metropolitan statistical areas (MSAs), commuting zones, or other locally defined areas as the basis for geographic market

1. No horizontal overlap. There is no geographic or product market overlap between Ardent Capital's existing portfolio companies and MedVance's operations. The Transaction does not combine two competing healthcare providers and does not change the competitive structure of any local market.

2. Fragmented competitive landscape. Each of MedVance's geographic markets is characterized by a large number of competing physician practices, health systems, and other outpatient healthcare providers. Post-transaction market concentration levels are expected to be well below the thresholds that would trigger a presumption of competitive harm under the 2023 Merger Guidelines.

3. Financial sponsor acquisition. The Transaction is a private equity buyout—a substitution of one financial sponsor (Crestline) for another (Ardent Capital)—rather than a strategic combination of horizontal competitors. The agencies have historically devoted less enforcement attention to financial sponsor acquisitions in the absence of horizontal overlap, although we note that the current FTC leadership has expresse

4. No monopsony or buyer-power concerns. The Transaction does not present labor-market concentration concerns of the type that have attracted recent FTC attention in healthcare. Ardent Capital does not currently operate healthcare services in MedVance's geographic markets, and the Transaction does not combine two employers of physicians or other healthcare workers in the same labor market.

5. Transaction size. While the $620 million transaction value is substantial, it is below the multi-billion-dollar thresholds that typically draw the most intensive agency scrutiny. Healthcare transactions remain a priority sector for the agencies, but the specific competitive characteristics of this Transaction—principally the absence of horizontal overlap—distinguish it from the healthcare mergers that have been th

VI. State Antitrust and Healthcare Regulatory Considerations A. State Antitrust Filings We have reviewed the antitrust and merger notification filing requirements o