Contract analysis

1. Purpose of Memorandum This memorandum is prepared for the matter file in connection with the above-captioned transaction to confirm and memorialize that the Federal Trade Commission's notice of the early termination of the Hart-Scott-Rodino Act waiting period for Transaction No. 20241487 has been published in the Federal Register as of March 12, 2024. The underlying transaction to which this memorandum relates inv

2. Summary of Federal Register Publication On March 12, 2024, the Federal Trade Commission published a notice in the Federal Register listing the grant of early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), 15 U.S.C. § 18a, for Transaction No. 20241487. The relevant citation is 89 Fed. Reg. 18,247 (March 12, 2024). A printed copy of the n

3. Timeline Recap For the convenience of the matter file, the following is a summary of the key dates and events on the HSR/antitrust workstream for this transaction:

1. January 31, 2024 — Execution of the Equity Purchase Agreement by and among Ardent Capital Partners III LP, ACP III Merger Sub, Inc., Pinnacle Health Systems, Inc., and ACP III GP LLC.

2. February 16, 2024 — HSR Notification and Report Forms (the "HSR Filings") were filed by both the acquiring person (Ardent Capital Partners III LP, Item 1 Person: ACP III GP LLC) and the acquired person (Pinnacle Health Systems, Inc.) with the FTC Premerger Notification Office and the Antitrust Division of the U.S. Department of Justice, pursuant to Section 7A of the Clayton Act, 15 U.S.C. § 18a, and the implementi

3. February 16, 2024 — Filing fee of $280,000.00 was paid by Ardent Capital Partners III LP through the FTC's online payment portal. This fee amount corresponds to the 2024 FTC filing fee schedule applicable to transactions with an aggregate total value in excess of $500 million but less than $1 billion (the "$500M–$999.9M transaction value tier"), as established under the HSR Act and as adjusted annually. See 15 U.S

4. March 8, 2024 — The FTC granted early termination of the initial thirty-day waiting period under the HSR Act for Transaction No. 20241487. This grant occurred nine calendar days before the natural expiration of the waiting period, which, absent early termination, would have expired at 11:59 p.m. Eastern Time on March 17, 2024 (i.e., thirty calendar days after the date on which both HSR Filings were received by the

5. March 8, 2024 — Client update email sent by Howard Bellamy to Julian Desmond and Priya Chandrasekar at Ardent Capital Partners LLC, notifying the client of the grant of early termination. Email confirmation also sent by the firm to David Ostrander of Whitfield & Crane LLP, transaction counsel for the Buyer, on the same date.

6. March 11, 2024 — Letter sent by Howard Bellamy to Catherine "Kate" Yardley of Fendowell Thornton LLP, transaction counsel for the Target, confirming that early termination had been granted and that the mutual closing condition set forth in EPA § 6.1(c) had been satisfied.

7. March 12, 2024 — FTC published notice of the early termination in the Federal Register (89 Fed. Reg. 18,247), as described in Section 2 of this memorandum. It is noted for the record that no Second Request for additional information or documentary material was issued by either the FTC or the DOJ at any point during the pendency of the initial waiting period. The transaction received early termination without any a

4. Consistency with Standard FTC Practice The timing and manner of the Federal Register publication described herein are fully consistent with the FTC's standard practice. The FTC publishes early termination notices in the Federal Register on a periodic basis — typically daily on business days, or several times per week — listing all transactions for which early termination has been granted since the most recent prio

5. Significance for Closing Condition Satisfaction The early termination of the HSR waiting period, granted on March 8, 2024, satisfies the mutual condition to closing set forth in Section 6.1(c) of the Equity Purchase Agreement dated January 31, 2024. Section 6.1(c) of the EPA provides, in relevant part: "The obligations of each of the Buyer and the Seller to consummate the Closing shall be subject to the satisfacti

6. Interagency Clearance For completeness and the matter record, it is noted that this transaction was cleared to the FTC through the standard interagency clearance process by which the FTC and the DOJ Antitrust Division allocate substantive review responsibility for premerger notifications filed under the HSR Act. The DOJ Antitrust Division cleared the transaction to the FTC, which assumed responsibility for the sub

7. Document Retention and Filing A printed copy of the Federal Register notice dated March 12, 2024 (89 Fed. Reg. 18,247), listing Early Termination Notice No. 20240683 for Transaction No. 20241487, has been printed and placed in the physical matter file maintained by the firm for Matter No. 1001-00001. In addition, the FTC's online early termination database entry for Transaction No. 20241487, accessed and saved on

8. Attachment Attachment A: Copy of the Federal Register notice dated March 12, 2024 (89 Fed. Reg. 18,247), listing Early Termination Notice No. 20240683, Transaction No. 20241487 (Ardent Capital Partners III LP / Pinnacle Health Systems, Inc.). [Attachment A follows this page.] [ATTACHMENT A] [Federal Register Notice — 89 Fed. Reg. 18,247 (March 12, 2024)] [See attached.] This memorandum constitutes attorney work pr