Contract analysis

I. Purpose and Summary This memorandum sets forth the step-by-step checklist, timeline, and coordination plan for preparing and filing the Hart-Scott-Rodino ("HSR") premerger notification in connection with the proposed acquisition by Ardent Capital Partners III LP ("Ardent Capital" or the "Acquiring Person") of 100% of the outstanding shares of Pinnacle Health Systems, Inc. ("Pinnacle" or the "Acquired Person"). The

II. Transaction Overview A. Acquiring Person / Ultimate Parent Entity The Acquiring Person is Ardent Capital Partners III LP, a Delaware limited partnership. The general partner of Ardent Capital Partners III LP is Ardent Capital GP III LLC, a Delaware limited liability company. The sole member of Ardent Capital GP III LLC is Ardent Capital Management LLC, a Delaware limited liability company that serves as the inves

III. HSR Threshold Analysis The HSR Act requires premerger notification for transactions that satisfy both the "size-of-transaction" test and, in certain circumstances, the "size-of-person" test. The FTC adjusts these thresholds annually. The analysis below applies the thresholds in effect for 2024. A. Size-of-Transaction Test Under the 2024 adjusted thresholds, the size-of-transaction test is met if the acquiring pe

IV. Filing Fee Determination Under the 2024 FTC filing fee schedule, as adjusted pursuant to the Merger Filing Fee Modernization Act of 2022, the applicable filing fee is determined by the value of the transaction. The current fee tiers are as follows: Note: The fee schedule above reflects the 2024 tiers. The applicable tier for this transaction, with a value of $952,000,000, falls within the "$500 million or more bu

V. EPA Regulatory Filing Obligations The Equity Purchase Agreement contains several provisions governing the parties' obligations with respect to the HSR filing and antitrust regulatory clearance. The key provisions are summarized below. A. EPA §5.4(a) — Regulatory Filings

Section 5.4(a) of the EPA requires the parties to file their respective HSR notification forms within 15 business days of EPA execution. The EPA was executed on January 31, 2024. Counting 15 business days from January 31, 2024 (inclusive of the day following execution as business day one), the contractual filing deadline is February 22, 2024. Our target filing date of February 16, 2024 provides a cushion of four busi

Section 5.4(b) of the EPA obligates both parties to cooperate fully in responding to any requests for information issued by governmental authorities in connection with the transaction, including any Second Request issued by the FTC or DOJ. The cooperation obligation extends to providing access to relevant documents and making knowledgeable personnel available for interviews. The acquirer bears all filing fees and cos

Section 5.4(c) establishes the efforts standard governing the acquirer's obligations with respect to obtaining HSR clearance. Ardent Capital is required to use "reasonable best efforts" to obtain HSR clearance, including engaging with the FTC and DOJ staff as necessary to facilitate the review process. Importantly, the EPA provides that the acquirer has no obligation to accept any divestiture, hold-separate order, or

Section 6.1(c) of the EPA establishes the expiration or early termination of the HSR waiting period as a mutual condition precedent to closing. Neither party is obligated to consummate the transaction unless and until the HSR waiting period has expired or been terminated. This closing condition is bilateral and cannot be waived unilaterally by either party. E. EPA §7.1(b)(ii) — Termination Right

Section 7.1(b)(ii) provides that either party may terminate the EPA if HSR clearance has not been obtained by the outside date of June 30, 2024. This provision sets the outer boundary of the regulatory timeline and provides both parties with an exit right in the event of protracted regulatory review. Termination under this provision would not trigger the reverse termination fee described below unless the failure to o

Section 7.3(b) provides that Ardent Capital is liable for a reverse termination fee of $28,560,000 (calculated as $952,000,000 × 3.0%) if the transaction fails to close due to an antitrust regulatory block — i.e., if the FTC or DOJ seeks to enjoin the transaction or if regulatory clearance is not obtained as a result of governmental action. This reverse termination fee represents significant financial exposure for Ar

VI. Filing Timeline A. Key Dates Summary Table The following table summarizes the key dates and milestones for the HSR filing process: B. Filing Date Strategy Our recommended target filing date is February 16, 2024. This date provides a meaningful cushion of four business days before the EPA §5.4(a) contractual filing deadline of February 22, 2024. This cushion is adequate to accommodate any last-minute delays in the

VII. Step-by-Step Filing Checklist A. Pre-Filing Preparation (February 2–15, 2024)

1. Entity and Organizational Information Gathering The following entity and organizational information must be obtained, verified, and assembled for inclusion in the HSR notification form: • [ ] Obtain and verify legal names, EINs, addresses, and jurisdictions of formation for all filing entities. The entities requiring verification are: • Ardent Capital Partners III LP — EIN: 87-3421098; Jurisdiction: Delaware limit

2. Item 4(c) and 4(d) Document Collection The HSR notification form requires the production of certain categories of documents pursuant to Items 4(c) and 4(d). This is typically the most time-sensitive component of the filing preparation process, and prompt initiation of document collection is essential. • [ ] Draft and send Item 4(c)/4(d) document collection instructions letter to Ardent Capital (Julian Desmond and

3. Substantive Antitrust Analysis A comprehensive antitrust analysis is necessary both to inform our assessment of regulatory risk and to support the voluntary submission white paper that will accompany the filing. The following analysis memoranda should be prepared according to the schedule indicated: • [ ] Prepare preliminary antitrust risk assessment memorandum — target: February 5, 2024. This memorandum should pr

4. HSR Form Preparation The HSR notification form consists of eight items. The form must be completed accurately and in full, with all supporting documents and schedules attached. • [ ] Complete draft acquiring person HSR notification form (Items 1–8) — target: February 12, 2024. The form should be prepared using the current version of the HSR notification form available on the FTC's electronic filing portal. Each it

5. Counterparty Coordination with Greenvale Durneval LLP Coordination with Greenvale Durneval LLP, antitrust counsel to the target/seller, is essential to ensure consistency across the two HSR notification forms and to facilitate simultaneous filing. • [ ] Send coordination protocol letter to Jonathan Felder at Greenvale Durneval — target: February 5, 2024. The letter should propose a coordination framework covering

6. Filing Fee Logistics Timely remittance of the filing fee is a prerequisite to the FTC's acceptance of the notification. The following steps should be completed to ensure that the filing fee is processed in advance of the filing date: • [ ] Send HSR filing fee wire instructions letter to Ardent Capital — target: February 14, 2024. The letter should include the FTC's wire transfer instructions (bank name, routing nu

VIII. Responsibility Assignments The following table assigns primary responsibility and review/approval authority for each major workstream: All team members should coordinate daily during the pre-filing preparation period (February 2–15, 2024) and should promptly escalate any issues or delays to Monica Reyes (or, for significant issues, to Howard Bellamy directly). A brief team check-in call should be scheduled for

IX. Key Contacts The following table lists the key contacts for this matter:

X. Risk Factors and Contingencies A. Second Request Risk Based on our preliminary antitrust analysis, the risk of a Second Request is assessed as low. The principal bases for this assessment are as follows: • No horizontal overlaps. Ardent Capital has no existing ambulatory surgical center operations. Its portfolio companies — Marlowe Asset Management Rehabilitation Holdings LLC (outpatient physical therapy) and Clea

XI. Document Retention and Filing Notes All drafts, correspondence, memoranda, analysis workpapers, and other work product related to the HSR filing should be maintained in the firm's document management system under Matter No. 1001-00001. The following specific document retention protocols should be observed: • Item 4(c)/4(d) documents and the document log should be maintained in a separate sub-folder within the mat