[sheet: Cover & Methodology]

Field	Detail
Document Title	Competitor Identification and Market Participant Chart
Date Prepared	February 10, 2024
Prepared By	Elliot Nguyen, Associate, Antitrust & Competition Practice, Calderwood & Harkness LLP
Reviewed By	Monica Reyes, Lead Associate; Howard Bellamy, Responsible Partner
Matter No.	1001-00001
Client	Ardent Capital Partners III LP
Target	Pinnacle Health Systems, Inc.
Transaction	100% equity acquisition of Pinnacle Health Systems, Inc. by Ardent Capital Partners III LP (EV $952M)
Purpose	Mapping of major ASC operators and physician practice management companies across each of the 9 relevant MSAs to support the Market Definition & Competitive Analysis Memorandum, HHI Concentration Analysis Workpaper, and Voluntary Submission White Paper to FTC Staff
Relevant Product Markets	(1) Multi-specialty ambulatory surgical center (ASC) services; (2) Physician practice management services (orthopedics, gastroenterology, ophthalmology)
Relevant Geographic Markets (MSAs)	Charlotte-Concord-Gastonia NC-SC; Raleigh-Cary NC; Richmond VA; Nashville-Davidson-Murfreesboro-Franklin TN; Atlanta-Sandy Springs-Alpharetta GA; Tampa-St. Petersburg-Clearwater FL; Birmingham-Hoover AL; Columbus OH; Dallas-Fort Worth-Arlington TX
NAICS Codes	621111 (Offices of Physicians); 621493 (Freestanding Ambulatory Surgical and Emergency Centers)
Data Sources	State health facility licensure databases; CMS Provider of Services files; proprietary industry databases; company websites; state CON filing records (VA, NC, TN, GA, AL, OH); Pinnacle management team interviews; Crestline Baird & Co. CIM (dated Q4 2023); public filings
Data Currency	All data reflects market conditions as of Q4 2023 unless otherwise noted; revenue estimates based on trailing twelve months ending September 30, 2023
Confidentiality	PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT — PREPARED IN ANTICIPATION OF LITIGATION AND FOR PURPOSES OF PROVIDING LEGAL ADVICE
Version	Draft v2.1 — Subject to revision pending completion of CMS data cross-referencing and final Pinnacle management confirmation

[sheet: ASC Operators — Charlotte MSA]

Operator Name	Ownership Type	Parent / Sponsor	Number of ASC Facilities	Estimated MSA Facility Share (%)	Estimated ASC Net Patient Revenue ($M)	Estimated MSA Revenue Share (%)	Specialties Offered	Notes / Source
Pinnacle Health Systems, Inc.	PE-Backed	Veltrano Equity Holdings LLC (current); to be acquired by Ardent Capital Partners III LP	14	20.9%	$78.5	18.3%	Multi-specialty (orthopedics, gastroenterology, ophthalmology, pain management)	Target company; 14 of 67 total ASCs in MSA
Atrium Surgical Partners	Hospital-Affiliated	Atrium Regional Health Network	12	17.9%	$72.0	16.8%	Multi-specialty	Largest hospital-affiliated ASC network in Charlotte MSA
Novant Ambulatory Services	Hospital-Affiliated	Novant Community Health System	9	13.4%	$58.2	13.6%	Multi-specialty	Second-largest hospital system participant
SurgiPoint Centers LLC	PE-Backed	Horizon Health Capital	7	10.4%	$42.8	10.0%	Orthopedics, spine, pain management	National PE-backed ASC platform
Carolina Surgical Associates PA	Physician-Owned JV	N/A (physician-owned)	5	7.5%	$28.5	6.7%	Gastroenterology, general surgery	Independent physician group
Queen City Endoscopy Centers LLC	Physician-Owned JV	N/A (physician-owned)	3	4.5%	$18.5	4.3%	Gastroenterology, endoscopy	GI-focused ASC operator
Lakewood Day Surgery Center	Independent	N/A	3	4.5%	$18.0	4.2%	Ophthalmology, dermatology	Single-site independent operator with 3 ORs
Metrolina Spine & Pain Surgery Center	Physician-Owned JV	N/A (physician-owned)	2	3.0%	$12.5	2.9%	Spine, pain management	Physician-owned single-specialty center
Other operators (aggregate)	Various	Various	12	17.9%	$99.5	23.2%	Various	Includes 9 additional small operators with 1-2 facilities each
TOTAL	67	100.0%	$428.5	100.0%	Pre-transaction HHI ~1,280; Post-transaction HHI ~1,280; HHI Delta = 0

[sheet: ASC Operators — Raleigh MSA]

Operator Name	Ownership Type	Parent / Sponsor	Number of ASC Facilities	Estimated MSA Facility Share (%)	Estimated ASC Net Patient Revenue ($M)	Estimated MSA Revenue Share (%)	Specialties Offered	Notes / Source
Pinnacle Health Systems, Inc.	PE-Backed	Veltrano Equity Holdings LLC	5	12.2%	$27.0	11.5%	Multi-specialty (orthopedics, GI, ophthalmology)	Target company
Triangle Surgical Partners	Hospital-Affiliated	Duke Triangle Health Alliance	8	19.5%	$52.0	22.1%	Multi-specialty	Largest ASC operator in Raleigh MSA
WakeMed Ambulatory Centers	Hospital-Affiliated	WakeMed Regional System	6	14.6%	$38.5	16.4%	Multi-specialty	Second-largest hospital-affiliated operator
Raleigh Endoscopy & Surgery Center	Physician-Owned JV	N/A (physician-owned)	3	7.3%	$18.0	7.7%	Gastroenterology, general surgery	Physician-owned multi-site center
Capital Orthopedic Surgery Center	Independent	N/A	2	4.9%	$12.5	5.3%	Orthopedics, sports medicine	Independent single-specialty ASC
Research Triangle Eye Surgery Center	Physician-Owned JV	N/A (physician-owned)	1	2.4%	$6.0	2.6%	Ophthalmology	Single-site ophthalmology ASC
Other operators (aggregate)	Various	Various	16	39.0%	$81.0	34.5%	Various	Includes 10 additional small operators
TOTAL	41	100.0%	$235.0	100.0%	Pre-transaction HHI ~1,050; Post-transaction HHI ~1,050; HHI Delta = 0

[sheet: ASC Operators — Richmond MSA]

Operator Name	Ownership Type	Parent / Sponsor	Number of ASC Facilities	Estimated MSA Facility Share (%)	Estimated ASC Net Patient Revenue ($M)	Estimated MSA Revenue Share (%)	Specialties Offered	Notes / Source
Pinnacle Health Systems, Inc.	PE-Backed	Veltrano Equity Holdings LLC	4	14.3%	$20.0	13.0%	Multi-specialty	Target company; VA has CON requirements for ASCs
Commonwealth Surgical Network	Hospital-Affiliated	VCU Commonwealth Health Partners	7	25.0%	$42.0	27.3%	Multi-specialty	Dominant hospital-affiliated operator
Bon Secours Ambulatory Surgery Centers	Hospital-Affiliated	Bon Secours Richmond Health System	5	17.9%	$30.0	19.5%	Multi-specialty	Second-largest hospital system participant
Richmond Surgical Associates	Physician-Owned JV	N/A (physician-owned)	3	10.7%	$16.0	10.4%	Orthopedics, GI	Physician-owned JV operator
Henrico Eye Surgery Center	Independent	N/A	1	3.6%	$5.0	3.2%	Ophthalmology	Single-site independent ASC
Other operators (aggregate)	Various	Various	8	28.6%	$41.0	26.6%	Various	Includes 6 additional small operators
TOTAL	28	100.0%	$154.0	100.0%	Pre-transaction HHI ~1,150; Post-transaction HHI ~1,150; HHI Delta = 0

[sheet: ASC Operators — Nashville MSA]

Operator Name	Ownership Type	Parent / Sponsor	Number of ASC Facilities	Estimated MSA Facility Share (%)	Estimated ASC Net Patient Revenue ($M)	Estimated MSA Revenue Share (%)	Specialties Offered	Notes / Source
Pinnacle Health Systems, Inc.	PE-Backed	Veltrano Equity Holdings LLC	5	8.8%	$26.5	8.2%	Multi-specialty	Target company; TN has CON requirements
Vanderbilt Ambulatory Network	Hospital-Affiliated	Vanderbilt Regional Health	11	19.3%	$68.0	21.1%	Multi-specialty	Major academic health system affiliate; largest hospital-affiliated ASC operator in Nashville
MidState Surgery Holdings	PE-Backed	Trelvon Partners Healthcare	9	15.8%	$55.0	17.1%	Multi-specialty	Largest PE-backed ASC platform in Nashville
Ascension Saint Thomas Surgery Centers	Hospital-Affiliated	Ascension Saint Thomas Health	6	10.5%	$38.0	11.8%	Multi-specialty	Second-largest hospital system participant
Nashville Orthopedic Surgery Center	Physician-Owned JV	N/A (physician-owned)	3	5.3%	$18.0	5.6%	Orthopedics, sports medicine	Physician-owned specialty ASC
Music City Endoscopy Center	Physician-Owned JV	N/A (physician-owned)	2	3.5%	$10.5	3.3%	Gastroenterology	GI-focused physician-owned ASC
Other operators (aggregate)	Various	Various	21	36.8%	$106.0	32.9%	Various	Includes 14 additional small operators
TOTAL	57	100.0%	$322.0	100.0%	Pre-transaction HHI ~1,100; Post-transaction HHI ~1,100; HHI Delta = 0

[sheet: ASC Operators — Atlanta MSA]

Operator Name	Ownership Type	Parent / Sponsor	Number of ASC Facilities	Estimated MSA Facility Share (%)	Estimated ASC Net Patient Revenue ($M)	Estimated MSA Revenue Share (%)	Specialties Offered	Ardent Portfolio Overlap Notes	Notes / Source
Pinnacle Health Systems, Inc.	PE-Backed	Veltrano Equity Holdings LLC	4	5.3%	$22.0	5.0%	Multi-specialty	Marlowe Asset Management Rehabilitation Holdings LLC operates outpatient PT clinics in GA; 4 Marlowe Asset Management locations co-located/adjacent to Pinnacle ASCs. PT and ASC services are separate product markets — no horizontal overlap. Vertical referral relationship deemed competitively insignificant.	Target company; GA has CON requirements for ASCs
Emory Ambulatory Surgical Network	Hospital-Affiliated	Emory Regional Health System	14	18.7%	$88.0	20.0%	Multi-specialty, transplant-related	N/A	Largest hospital-affiliated ASC operator in Atlanta
Peachtree Surgical Centers LLC	PE-Backed	Magnolia Health Equity	10	13.3%	$62.0	14.1%	Multi-specialty	N/A	Largest PE-backed ASC operator in Atlanta
Piedmont Ambulatory Surgery	Hospital-Affiliated	Crestline Partners LLC System	8	10.7%	$52.0	11.8%	Multi-specialty	N/A	Third-largest hospital system participant
Wellstar Outpatient Surgery Centers	Hospital-Affiliated	Halcyon & Co.	6	8.0%	$38.0	8.6%	Multi-specialty	N/A	Fourth hospital system participant
Georgia Surgical Associates	Physician-Owned JV	N/A (physician-owned)	4	5.3%	$22.0	5.0%	Orthopedics, spine	N/A	Physician-owned JV operator
Buckhead Eye & Laser Center	Independent	N/A	2	2.7%	$10.0	2.3%	Ophthalmology	N/A	Independent ophthalmology ASC
Other operators (aggregate)	Various	Various	27	36.0%	$146.0	33.2%	Various	N/A	Includes 18 additional small operators
TOTAL	75	100.0%	$440.0	100.0%	Pre-transaction HHI ~950; Post-transaction HHI ~950; HHI Delta = 0

[sheet: Cover & Methodology]
Field | Detail
Document Title | Competitor Identification and Market Participant Chart
Date Prepared | February 10, 2024
Prepared By | Elliot Nguyen, Associate, Antitrust & Competition Practice, Calderwood & Harkness LLP
Reviewed By | Monica Reyes, Lead Associate; Howard Bellamy, Responsible Partner
Matter No. | 1001-00001
Client | Ardent Capital Partners III LP
Target | Pinnacle Health Systems, Inc.
Transaction | 100% equity acquisition of Pinnacle Health Systems, Inc. by Ardent Capital Partners III LP (EV $952M)
Purpose | Mapping of major ASC operators and physician practice management companies across each of the 9 relevant MSAs to support the Market Definition & Competitive Analysis Memorandum, HHI Concentration Analysis Workpaper, and Voluntary Submission White Paper to FTC Staff
Relevant Product Markets | (1) Multi-specialty ambulatory surgical center (ASC) services; (2) Physician practice management services (orthopedics, gastroenterology, ophthalmology)
Relevant Geographic Markets (MSAs) | Charlotte-Concord-Gastonia NC-SC; Raleigh-Cary NC; Richmond VA; Nashville-Davidson-Murfreesboro-Franklin TN; Atlanta-Sandy Springs-Alpharetta GA; Tampa-St. Petersburg-Clearwater FL; Birmingham-Hoover AL; Columbus OH; Dallas-Fort Worth-Arlington TX
NAICS Codes | 621111 (Offices of Physicians); 621493 (Freestanding Ambulatory Surgical and Emergency Centers)
Data Sources | State health facility licensure databases; CMS Provider of Services files; proprietary industry databases; company websites; state CON filing records (VA, NC, TN, GA, AL, OH); Pinnacle management team interviews; Crestline Baird & Co. CIM (dated Q4 2023); public filings
Data Currency | All data reflects market conditions as of Q4 2023 unless otherwise noted; revenue estimates based on trailing twelve months ending September 30, 2023
Confidentiality | PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT — PREPARED IN ANTICIPATION OF LITIGATION AND FOR PURPOSES OF PROVIDING LEGAL ADVICE
Version | Draft v2.1 — Subject to revision pending completion of CMS data cross-referencing and final Pinnacle management confirmation
[sheet: ASC Operators — Charlotte MSA]
Operator Name | Ownership Type | Parent / Sponsor | Number of ASC Facilities | Estimated MSA Facility Share (%) | Estimated ASC Net Patient Revenue ($M) | Estimated MSA Revenue Share (%) | Specialties Offered | Notes / Source
Pinnacle Health Systems, Inc. | PE-Backed | Veltrano Equity Holdings LLC (current); to be acquired by Ardent Capital Partners III LP | 14 | 20.9% | $78.5 | 18.3% | Multi-specialty (orthopedics, gastroenterology, ophthalmology, pain management) | Target company; 14 of 67 total ASCs in MSA
Atrium Surgical Partners | Hospital-Affiliated | Atrium Regional Health Network | 12 | 17.9% | $72.0 | 16.8% | Multi-specialty | Largest hospital-affiliated ASC network in Charlotte MSA
Novant Ambulatory Services | Hospital-Affiliated | Novant Community Health System | 9 | 13.4% | $58.2 | 13.6% | Multi-specialty | Second-largest hospital system participant
SurgiPoint Centers LLC | PE-Backed | Horizon Health Capital | 7 | 10.4% | $42.8 | 10.0% | Orthopedics, spine, pain management | National PE-backed ASC platform
Carolina Surgical Associates PA | Physician-Owned JV | N/A (physician-owned) | 5 | 7.5% | $28.5 | 6.7% | Gastroenterology, general surgery | Independent physician group
Queen City Endoscopy Centers LLC | Physician-Owned JV | N/A (physician-owned) | 3 | 4.5% | $18.5 | 4.3% | Gastroenterology, endoscopy | GI-focused ASC operator
Lakewood Day Surgery Center | Independent | N/A | 3 | 4.5% | $18.0 | 4.2% | Ophthalmology, dermatology | Single-site independent operator with 3 ORs
Metrolina Spine & Pain Surgery Center | Physician-Owned JV | N/A (physician-owned) | 2 | 3.0% | $12.5 | 2.9% | Spine, pain management | Physician-owned single-specialty center
Other operators (aggregate) | Various | Various | 12 | 17.9% | $99.5 | 23.2% | Various | Includes 9 additional small operators with 1-2 facilities each
TOTAL | 67 | 100.0% | $428.5 | 100.0% | Pre-transaction HHI ~1,280; Post-transaction HHI ~1,280; HHI Delta = 0
[sheet: ASC Operators — Raleigh MSA]
Operator Name | Ownership Type | Parent / Sponsor | Number of ASC Facilities | Estimated MSA Facility Share (%) | Estimated ASC Net Patient Revenue ($M) | Estimated MSA Revenue Share (%) | Specialties Offered | Notes / Source
Pinnacle Health Systems, Inc. | PE-Backed | Veltrano Equity Holdings LLC | 5 | 12.2% | $27.0 | 11.5% | Multi-specialty (orthopedics, GI, ophthalmology) | Target company
Triangle Surgical Partners | Hospital-Affiliated | Duke Triangle Health Alliance | 8 | 19.5% | $52.0 | 22.1% | Multi-specialty | Largest ASC operator in Raleigh MSA
WakeMed Ambulatory Centers | Hospital-Affiliated | WakeMed Regional System | 6 | 14.6% | $38.5 | 16.4% | Multi-specialty | Second-largest hospital-affiliated operator
Raleigh Endoscopy & Surgery Center | Physician-Owned JV | N/A (physician-owned) | 3 | 7.3% | $18.0 | 7.7% | Gastroenterology, general surgery | Physician-owned multi-site center
Capital Orthopedic Surgery Center | Independent | N/A | 2 | 4.9% | $12.5 | 5.3% | Orthopedics, sports medicine | Independent single-specialty ASC
Research Triangle Eye Surgery Center | Physician-Owned JV | N/A (physician-owned) | 1 | 2.4% | $6.0 | 2.6% | Ophthalmology | Single-site ophthalmology ASC
Other operators (aggregate) | Various | Various | 16 | 39.0% | $81.0 | 34.5% | Various | Includes 10 additional small operators
TOTAL | 41 | 100.0% | $235.0 | 100.0% | Pre-transaction HHI ~1,050; Post-transaction HHI ~1,050; HHI Delta = 0
[sheet: ASC Operators — Richmond MSA]
Operator Name | Ownership Type | Parent / Sponsor | Number of ASC Facilities | Estimated MSA Facility Share (%) | Estimated ASC Net Patient Revenue ($M) | Estimated MSA Revenue Share (%) | Specialties Offered | Notes / Source
Pinnacle Health Systems, Inc. | PE-Backed | Veltrano Equity Holdings LLC | 4 | 14.3% | $20.0 | 13.0% | Multi-specialty | Target company; VA has CON requirements for ASCs
Commonwealth Surgical Network | Hospital-Affiliated | VCU Commonwealth Health Partners | 7 | 25.0% | $42.0 | 27.3% | Multi-specialty | Dominant hospital-affiliated operator
Bon Secours Ambulatory Surgery Centers | Hospital-Affiliated | Bon Secours Richmond Health System | 5 | 17.9% | $30.0 | 19.5% | Multi-specialty | Second-largest hospital system participant
Richmond Surgical Associates | Physician-Owned JV | N/A (physician-owned) | 3 | 10.7% | $16.0 | 10.4% | Orthopedics, GI | Physician-owned JV operator
Henrico Eye Surgery Center | Independent | N/A | 1 | 3.6% | $5.0 | 3.2% | Ophthalmology | Single-site independent ASC
Other operators (aggregate) | Various | Various | 8 | 28.6% | $41.0 | 26.6% | Various | Includes 6 additional small operators
TOTAL | 28 | 100.0% | $154.0 | 100.0% | Pre-transaction HHI ~1,150; Post-transaction HHI ~1,150; HHI Delta = 0
[sheet: ASC Operators — Nashville MSA]
Operator Name | Ownership Type | Parent / Sponsor | Number of ASC Facilities | Estimated MSA Facility Share (%) | Estimated ASC Net Patient Revenue ($M) | Estimated MSA Revenue Share (%) | Specialties Offered | Notes / Source
Pinnacle Health Systems, Inc. | PE-Backed | Veltrano Equity Holdings LLC | 5 | 8.8% | $26.5 | 8.2% | Multi-specialty | Target company; TN has CON requirements
Vanderbilt Ambulatory Network | Hospital-Affiliated | Vanderbilt Regional Health | 11 | 19.3% | $68.0 | 21.1% | Multi-specialty | Major academic health system affiliate; largest hospital-affiliated ASC operator in Nashville
MidState Surgery Holdings | PE-Backed | Trelvon Partners Healthcare | 9 | 15.8% | $55.0 | 17.1% | Multi-specialty | Largest PE-backed ASC platform in Nashville
Ascension Saint Thomas Surgery Centers | Hospital-Affiliated | Ascension Saint Thomas Health | 6 | 10.5% | $38.0 | 11.8% | Multi-specialty | Second-largest hospital system participant
Nashville Orthopedic Surgery Center | Physician-Owned JV | N/A (physician-owned) | 3 | 5.3% | $18.0 | 5.6% | Orthopedics, sports medicine | Physician-owned specialty ASC
Music City Endoscopy Center | Physician-Owned JV | N/A (physician-owned) | 2 | 3.5% | $10.5 | 3.3% | Gastroenterology | GI-focused physician-owned ASC
Other operators (aggregate) | Various | Various | 21 | 36.8% | $106.0 | 32.9% | Various | Includes 14 additional small operators
TOTAL | 57 | 100.0% | $322.0 | 100.0% | Pre-transaction HHI ~1,100; Post-transaction HHI ~1,100; HHI Delta = 0
[sheet: ASC Operators — Atlanta MSA]
Operator Name | Ownership Type | Parent / Sponsor | Number of ASC Facilities | Estimated MSA Facility Share (%) | Estimated ASC Net Patient Revenue ($M) | Estimated MSA Revenue Share (%) | Specialties Offered | Ardent Portfolio Overlap Notes | Notes / Source
Pinnacle Health Systems, Inc. | PE-Backed | Veltrano Equity Holdings LLC | 4 | 5.3% | $22.0 | 5.0% | Multi-specialty | Marlowe Asset Management Rehabilitation Holdings LLC operates outpatient PT clinics in GA; 4 Marlowe Asset Management locations co-located/adjacent to Pinnacle ASCs. PT and ASC services are separate product markets — no horizontal overlap. Vertical referral relationship deemed competitively insignificant. | Target company; GA has CON requirements for ASCs
Emory Ambulatory Surgical Network | Hospital-Affiliated | Emory Regional Health System | 14 | 18.7% | $88.0 | 20.0% | Multi-specialty, transplant-related | N/A | Largest hospital-affiliated ASC operator in Atlanta
Peachtree Surgical Centers LLC | PE-Backed | Magnolia Health Equity | 10 | 13.3% | $62.0 | 14.1% | Multi-specialty | N/A | Largest PE-backed ASC operator in Atlanta
Piedmont Ambulatory Surgery | Hospital-Affiliated | Crestline Partners LLC System | 8 | 10.7% | $52.0 | 11.8% | Multi-specialty | N/A | Third-largest hospital system participant
Wellstar Outpatient Surgery Centers | Hospital-Affiliated | Halcyon & Co. | 6 | 8.0% | $38.0 | 8.6% | Multi-specialty | N/A | Fourth hospital system participant
Georgia Surgical Associates | Physician-Owned JV | N/A (physician-owned) | 4 | 5.3% | $22.0 | 5.0% | Orthopedics, spine | N/A | Physician-owned JV operator
Buckhead Eye & Laser Center | Independent | N/A | 2 | 2.7% | $10.0 | 2.3% | Ophthalmology | N/A | Independent ophthalmology ASC
Other operators (aggregate) | Various | Various | 27 | 36.0% | $146.0 | 33.2% | Various | N/A | Includes 18 additional small operators
TOTAL | 75 | 100.0% | $440.0 | 100.0% | Pre-transaction HHI ~950; Post-transaction HHI ~950; HHI Delta = 0

[sheet: Cover & Methodology]

Record

Parties

Dates

Amounts