Contract analysis

I. Purpose and Scope This memorandum summarizes the healthcare facility license transfer and Certificate of Need ("CON") reissuance applications that have been filed, or are being filed concurrently with the delivery of this memorandum, with the relevant state regulatory agencies in connection with the change of control of MedVance Health Systems, Inc. (the "Company," the "Target," or "MedVance") resulting from the a

4. Kentucky Each of these states' applicable statutes and regulations requires prior approval of, or notification regarding, a change of control before the Transaction may close with respect to the licensed healthcare facilities operating in that state. The phrase "change of control" as used herein has the meaning ascribed to it under each respective state's healthcare licensure statutes and regulations, and, for pur

II. Background — Transaction Summary Ardent Healthcare Holdings Inc. will acquire all issued and outstanding shares of common stock of MedVance Health Systems, Inc. for an aggregate purchase price of Six Hundred Twenty Million Dollars ($620,000,000), subject to customary purchase price adjustments for working capital, indebtedness, transaction expenses, and cash on hand as of the closing date, all as more particularl

III. Overview of MedVance Licensed Facilities by State The following table summarizes all MedVance facilities that are subject to state healthcare licensure or CON requirements in the four states in which applications have been filed. The facility names, addresses, facility types, and applicable license numbers set forth below are cross-referenced to Schedule 3.14 (Healthcare Licenses and Permits) and Schedule 3.15 (

IV. State-by-State Filing Requirements and Application Status A. Tennessee — Department of Health Governing Authority and Statutory Framework. The licensure of healthcare facilities in Tennessee is governed by the Tennessee Health Care Facilities Licensure Act, Tennessee Code Annotated §§ 68-11-201 et seq., and the rules promulgated thereunder by the Board for Licensing Health Care Facilities, Tennessee Compilation R

1. Completed Change of Ownership Application (Form HC-0417) for each of the seven Tennessee facilities.

2. Certified copies of the Certificate of Incorporation and Bylaws of Ardent Healthcare Holdings Inc.

3. Certified copy of the Certificate of Formation and Limited Partnership Agreement of Ardent Capital Partners III LP (redacted for commercially sensitive terms as permitted by the Department).

4. Certificate of Good Standing for Ardent Healthcare Holdings Inc. issued by the Delaware Secretary of State, dated February 3, 2025.

5. Organizational chart depicting the complete ownership structure of the Purchaser, the Fund, and Ardent Capital Management III LLC, from the ultimate beneficial owners through to the licensed facilities.

6. Audited financial statements of MedVance Health Systems, Inc. for the fiscal years ended December 31, 2023 and December 31, 2024 (the latter in draft form, subject to finalization).

7. Evidence of financial capacity of the Purchaser, including a commitment letter from Camberwell Financial the availability of the senior secured credit facility in the aggregate amount of $390,000,000 and confirmation of equity commitment from Ardent Capital Partners III LP in the amount of $248,000,000.

8. Disclosure of new ownership structure, including identification of all persons and entities holding a direct or indirect ownership interest of five percent (5%) or greater in the Purchaser.

9. Background check authorization forms and sworn affidavits for each key principal: Graham Whitfield, Priya Ranganathan, and Thomas Kearney.

10. Curriculum vitae and biographical information for each key principal.

11. Management and operational plans for the Tennessee facilities, including a narrative description of the Purchaser's plans for the continued operation of each facility, staffing plans, and any anticipated changes to the scope of services offered.

12. Facility-specific compliance histories for each Tennessee facility, including the most recent state survey reports and any plans of correction.

13. Evidence of professional liability insurance coverage.

14. Executed Power of Attorney authorizing LMC to act on behalf of the Purchaser in connection with the applications.

15. Filing fee payments (check in the amount of $2,500 per application, totaling $17,500 for the seven Tennessee facilities). Filing Date and Review Period. The Tennessee applications were filed on February 15, 2025, concurrent with the delivery of this memorandum. The Tennessee Department of Health's standard review period for change of ownership applications is approximately thirty (30) to forty-five (45) days from

1. Completed Change of Ownership Notification and Application (Larkspur SystemsH Form BHPS-104) for each of the three Alabama facilities.

2. Certified copies of the Certificate of Incorporation and Bylaws of Ardent Healthcare Holdings Inc.

3. Corporate organizational charts for the Purchaser, including identification of all direct and indirect owners holding a five percent (5%) or greater interest.

4. Certificate of Good Standing for Ardent Healthcare Holdings Inc. issued by the Delaware Secretary of State, dated February 3, 2025.

5. Certificate of Authority for Ardent Healthcare Holdings Inc. to transact business in the State of Alabama, dated February 7, 2025.

6. Proof of financial responsibility, including audited financial statements of MedVance Health Systems, Inc. for the fiscal years ended December 31, 2023 and December 31, 2024 (draft), and the Ashbury Trust Bank letter referenced above.

7. Administrator credentials for each Alabama facility, including the qualifications and licensure status of the current administrators of record and confirmation that the Purchaser intends to retain the existing administrators during the transition period.

8. Background check submissions for the three key principals: Graham Whitfield, Priya Ranganathan, and Thomas Kearney, including Federal Bureau of Investigation Criminal Background Check authorizations (Form FD-258).

9. Sworn affidavits of each key principal attesting that no principal has been convicted of a felony, has been excluded from participation in any federal or state healthcare program, or is currently the subject of any pending investigation or enforcement action by any healthcare regulatory agency.

10. Site-specific submissions for each facility, including current staffing rosters, floor plans, and compliance histories.

11. Evidence of professional liability and general liability insurance coverage for each Alabama facility.

12. Filing fee payments ($1,800 per application, totaling $5,400 for the three Alabama facilities). CON Transfer Requirements. Alabama maintains a Certificate of Need program administered by the Alabama State Health Planning and Development Agency ("SHPDA") under Code of Alabama § 22-21-260 et seq. The MedVance Ambulatory Surgery Center — Birmingham holds a Certificate of Need (CON No. AL-CON-2017-0062) originally is

1. Completed Change of Ownership / New License Application (DCH Form HFR-200) for each of the four Georgia facilities.

2. Detailed ownership disclosure forms (DCH Form HFR-200A) identifying all persons and entities holding a direct or indirect ownership or control interest of five percent (5%) or greater in the Purchaser, including disclosure through each tier of the ownership structure to the ultimate beneficial owners.

3. Certified copies of the Certificate of Incorporation and Bylaws of Ardent Healthcare Holdings Inc.

4. Certificate of Good Standing for Ardent Healthcare Holdings Inc. issued by the Delaware Secretary of State, dated February 3, 2025.

5. Certificate of Authority for Ardent Healthcare Holdings Inc. to transact business in the State of Georgia, dated February 10, 2025.

6. Audited financial statements of MedVance Health Systems, Inc. for the fiscal years ended December 31, 2023 and December 31, 2024 (draft).

7. Pro forma financial projections for the Georgia operations for the twenty-four (24) month period following the anticipated closing date.

8. Compliance history for each Georgia facility, including all state survey reports, statements of deficiencies, and plans of correction for the preceding three (3) years.

9. Evidence of professional liability insurance coverage, including certificates of insurance and evidence of tail coverage arrangements.

10. Evidence of general liability and property insurance coverage for each Georgia facility.

11. Background check authorizations and sworn disclosures for the three key principals, consistent with the submissions in other states.

12. Management and operational plans for each Georgia facility, including confirmation of the Purchaser's intent to retain existing clinical and administrative leadership during the transition period.

13. Filing fee payments ($3,000 per application, totaling $12,000 for the four Georgia facilities). CON Transfer Requirements. Georgia maintains a robust Certificate of Need program administered by DCH pursuant to O.C.G.A. § 31-6-40 et seq. and Ga. Comp. R. & Regs. § 111-2-2-.01 et seq. Two of the four Georgia MedVance facilities hold Certificates of Need that must be reissued incident to the change of control: • Med

1. Completed Change of Ownership Application (CHFS Form OIG-HC-003) for each of the two Kentucky facilities.

2. Certified copies of the Certificate of Incorporation and Bylaws of Ardent Healthcare Holdings Inc.

3. Corporate organizational charts for the Purchaser, including identification of all direct and indirect owners.

4. Certificate of Good Standing for Ardent Healthcare Holdings Inc. issued by the Delaware Secretary of State, dated February 3, 2025.

5. Certificate of Authority for Ardent Healthcare Holdings Inc. to transact business in the Commonwealth of Kentucky, dated February 12, 2025.

6. Facility inspection compliance history for each Kentucky facility, including all inspection reports, statements of deficiencies, and plans of correction from the Office of Inspector General for the preceding five (5) years, together with a certification that all identified deficiencies have been corrected.

7. Administrator qualifications for each facility, including copies of the current administrators' licenses, certifications, and evidence of continuing education compliance.

8. Financial capacity evidence, including audited financial statements of MedVance Health Systems, Inc. for the two most recent fiscal years, the Ashbury Trust Bank letter, and the Fund equity commitment letter.

9. Background check authorizations for the three key principals, including Kentucky State Police criminal background check authorization forms and federal FBI background check authorizations.

10. Sworn disclosures from each key principal regarding healthcare program exclusions, sanctions, convictions, and pending investigations.

11. Evidence of professional liability and general liability insurance coverage.

12. Management transition plan for each Kentucky facility, including identification of retained management personnel and a ninety (90) day post-closing transition timeline.