1001-00001 · Ardent Capital Partners · Closing

final-invoice-matter-closing-letter.docx DOCUMENT Antitrust

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CALDERWOOD & HARKNESS LLP Attorneys at Law

600 Lexington Avenue New York, NY 10022 Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com

May 14, 2024

VIA EMAIL AND FIRST CLASS MAIL

Mr. Julian Desmond Co-Founder & Managing Partner

Ms. Priya Chandrasekar Co-Founder & Managing Partner

Ardent Capital Management LLC (in its capacity as investment manager of Ardent Capital Partners III LP) 399 Park Avenue, 41st Floor New York, NY 10022

Re: Final Invoice and Matter Closing — Matter No. 1001-00001 Ardent Capital Partners III LP — Acquisition of Pinnacle Health Systems, Inc. HSR Premerger Notification and Antitrust Advisory Services

Dear Julian and Priya:

1. Purpose of This Letter

We write to transmit the final invoice for Matter No. 1001-00001 and to formally advise you that the above-referenced matter has been closed in Calderwood & Harkness's records effective as of May 12, 2024, coinciding with the closing of Ardent Capital Partners III LP's acquisition of Pinnacle Health Systems, Inc. Enclosed with this letter please find our Final Statement of Account, Invoice No. INV-1001-00001-F, which reflects all professional fees and disbursements incurred by the firm through the conclusion of the engagement.

This letter serves as the formal matter closing communication provided in accordance with Section 12(c) of the engagement letter between Calderwood & Harkness LLP and Ardent Capital Partners III LP, dated January 29, 2024 (the "Engagement Letter"). As set forth more fully below, this letter also addresses the disposition of matter files and documents, the formal termination of our representation in this matter, and certain surviving obligations under the Engagement Letter.

We have been pleased to serve as antitrust counsel to Ardent Capital on this transaction, and we are gratified by the successful outcome achieved — early termination of the HSR Act waiting period was granted by the Federal Trade Commission twenty days after filing, well ahead of applicable deadlines under the Equity Purchase Agreement, and without any substantive antitrust objections having been raised. We trust that the summary of work performed and deliverables produced, as set forth below, provides a comprehensive record of the services rendered during the engagement.

2. Summary of Engagement and Scope

Calderwood & Harkness LLP was engaged pursuant to the Engagement Letter dated January 29, 2024 to serve as antitrust counsel to Ardent Capital Partners III LP (the "Fund" or "Client") in connection with the Fund's acquisition of one hundred percent (100%) of the outstanding equity interests of Pinnacle Health Systems, Inc. ("Pinnacle" or the "Target"), a transaction with an aggregate enterprise value of approximately $952 million (the "Transaction").

The scope of our engagement encompassed the following categories of legal services:

(i) the preparation and filing of the acquiring person Hart-Scott-Rodino Premerger Notification and Report Form (the "HSR Notification Form") with the Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "DOJ"), in accordance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 15 U.S.C. § 18a, and the rules promulgated thereunder, 16 C.F.R. Parts 801–803;

(ii) the preparation and submission of a request for early termination of the statutory thirty (30) day waiting period prescribed by the HSR Act;

(iii) substantive antitrust analysis of the Transaction's competitive implications in relevant healthcare services markets, including horizontal overlap analysis across the Fund's existing portfolio companies and vertical relationship assessment;

(iv) coordination with the Target's antitrust counsel, Greenvale Durneval LLP (Jonathan Felder, Esq.), regarding the simultaneous filing of the acquired person HSR Notification Form and related matters;

(v) liaison with FTC staff in the Premerger Notification Office and the Bureau of Competition, including preparation and submission of a voluntary white paper addressing the competitive aspects of the Transaction; and

(vi) preparation of closing deliverables, including the HSR Clearance Certificate delivered at the closing of the Transaction.

The Calderwood & Harkness engagement team for this matter consisted of the following professionals:

• Howard Bellamy, Partner — Responsible Partner and Billing Partner

• Monica Reyes, Associate — Lead Associate

• Elliot Nguyen, Associate — Working Associate

All services were performed under the supervision of Howard Bellamy in his capacity as the responsible partner for this engagement, and all billing was conducted in accordance with the fee arrangements set forth in the Engagement Letter.

3. Summary of Key Milestones and Timeline

The following is a summary of the principal milestones achieved during the course of the engagement. This timeline is provided for the Client's records and for ease of reference in connection with the Transaction's closing binder and post-closing documentation.

We note, for completeness, that the original statutory thirty (30) day waiting period under the HSR Act would have expired on March 17, 2024, nine days after early termination was granted. The outside date for the closing of the Transaction established under Section 8.1(b) of the EPA — June 30, 2024 — was not triggered, and the reverse termination fee of $28,560,000 (representing 3% of the Transaction enterprise value) payable under EPA § 7.3(b) in the event of a failure to obtain antitrust clearance was never implicated. The prompt receipt of early termination reflects, in our view, the strength of the competitive analysis presented and the effectiveness of the proactive engagement strategy undertaken with FTC staff.

4. Final Statement of Account — Professional Fees

The billing period for the enclosed Final Statement of Account covers January 29, 2024 through May 12, 2024. All professional fees have been calculated at the billing rates specified in the Engagement Letter, as follows:

• Howard Bellamy, Partner: $1,650.00 per hour

• Monica Reyes, Associate: $875.00 per hour

• Elliot Nguyen, Associate: $725.00 per hour

The following table summarizes the hours recorded and professional fees incurred by each timekeeper during the billing period:

Total Professional Fees: $236,935.00

Detailed time entries organized by date, timekeeper, and task description have been provided in the attached invoice (INV-1001-00001-F). Should you have any questions regarding any specific time entry, please do not hesitate to contact Monica Reyes, whose contact information is provided below, or Howard Bellamy directly.

We note that the professional fees reflected above are consistent with the budget estimate of $225,000 to $250,000 communicated to the Client in our engagement letter and updated during our February 20, 2024 status call, and that no premium or success fee has been applied.

5. Final Statement of Account — Disbursements

In addition to professional fees, the following disbursements were incurred during the course of the engagement:

HSR Filing Fee (FTC): $280,000.00. This amount was advanced by the Client directly via wire transfer to the FTC Premerger Notification Office in accordance with wire instructions provided by our office on February 14, 2024, and pursuant to the Client's obligation under EPA § 5.4(a). Because this fee was paid directly by the Client and not advanced by the firm, it is not included in Calderwood & Harkness's disbursement total below and is referenced here solely for completeness and the Client's records.

Firm Disbursements:

All disbursements were incurred in the ordinary course of providing the legal services described herein and are reimbursable by the Client pursuant to Section 4 of the Engagement Letter.

6. Total Amount Due

The total amount due under the enclosed Final Statement of Account is summarized as follows:

Payment Terms. In accordance with Section 5 of the Engagement Letter, payment of the total amount due is requested within thirty (30) days of the date of this invoice — i.e., on or before June 13, 2024. Amounts unpaid after such date will accrue interest at the rate of 1.0% per month (12.0% per annum), as specified in the Engagement Letter.

Wire Transfer Instructions. Payment may be made by wire transfer to the following account:

Bank: Greaves Bancorp ABA Routing No.: 021000021 Account Name: Calderwood & Harkness LLP — Client Trust Account Account No.: 8834-2261-7790 Reference: Matter No. 1001-00001 / INV-1001-00001-F

Please include the invoice number and matter number in the wire reference field to ensure prompt and accurate crediting of your payment. Should you prefer to remit payment by check, please make the check payable to "Calderwood & Harkness LLP" and mail to the address set forth in the letterhead above, to the attention of Accounts Receivable.

7. Key Deliverables Produced

The following is an itemized list of the principal work product prepared and delivered to the Client during the course of the engagement. All memoranda and work papers listed below have been transmitted to the Client via the firm's secure file-sharing platform and/or via encrypted email to Julian Desmond and Priya Chandrasekar. Copies of all deliverables have also been provided to David Ostrander at Whitfield & Crane LLP in his capacity as transaction counsel for inclusion in the Transaction closing binder.

1. Preliminary Antitrust Risk Assessment Memorandum (February 5, 2024) — Initial assessment of the Transaction's antitrust risk profile, including identification of potentially overlapping service areas and preliminary assessment of likely agency review posture.

2. Portfolio Company Overlap Analysis Memorandum — Marlowe Asset Management Rehabilitation Holdings LLC and Clearpath Diagnostics Inc. (February 8, 2024) — Detailed analysis of horizontal overlaps between Pinnacle's service lines and those of two Fund portfolio companies, Marlowe Asset Management Rehabilitation Holdings LLC and Clearpath Diagnostics Inc., across all relevant geographic markets.

3. Vertical Relationships Analysis Memorandum (February 9, 2024) — Assessment of vertical relationships between the Target and entities in the Fund's portfolio, including referral patterns, managed care contracting, and supply chain considerations.

4. Market Definition & Competitive Analysis Memorandum — 9 Metropolitan Statistical Areas (February 10, 2024) — Comprehensive analysis of relevant product and geographic markets in each of the nine MSAs in which Pinnacle operates, applying FTC/DOJ Merger Guidelines analytical framework.

5. HHI Concentration Analysis Workpaper — All 9 MSAs (February 10, 2024) — Herfindahl-Hirschman Index calculations for each relevant market, including pre-Transaction and post-Transaction concentration levels and deltas, demonstrating that the Transaction falls below applicable thresholds for presumptive competitive concern.

6. Competitor Identification and Market Participant Chart (February 10, 2024) — Identification and profiling of principal competitors in each relevant market, including market share estimates, capacity data, and recent entry/expansion activity.

7. State Regulatory / Certificate of Need Analysis Memorandum (February 7, 2024) — Survey of Certificate of Need and state licensure requirements in each of the states in which Pinnacle operates, assessing the impact of state regulatory barriers on competitive conditions and market entry.

8. Acquiring Person HSR Notification Form — Final Execution Version (February 16, 2024) — Completed HSR Notification and Report Form for the acquiring person (Ardent Capital Partners III LP), including all required exhibits, appendices, and attachments.

9. Item 4(c)/4(d) Document Log — Acquiring Person (February 16, 2024) — Index of the seven (7) documents responsive to Item 4(c) and Item 4(d) of the HSR Notification Form, including privilege log entries where applicable.

10. Voluntary Submission White Paper to FTC Staff (February 16, 2024) — Proactive submission to the FTC Premerger Notification Office and the Bureau of Competition's Mergers IV Division, presenting the competitive analysis of the Transaction and explaining why the Transaction does not raise substantive antitrust concerns in any relevant market.

11. Request for Early Termination Letter (February 16, 2024) — Formal letter requesting early termination of the HSR Act statutory waiting period, filed simultaneously with the HSR Notification Forms.

12. HSR Clearance Certificate (May 12, 2024) — Certificate executed by Julian Desmond on behalf of the Fund certifying that the HSR Act waiting period had been terminated and that no order, decree, or injunction of any governmental authority was in effect prohibiting the consummation of the Transaction, delivered as a closing deliverable under EPA § 6.2(d).

13. Client Status Reports and Update Correspondence — Throughout the engagement, periodic status reports and update memoranda were provided to the Client via email and during scheduled status calls, documenting the progress of the HSR review, communications with FTC staff, and coordination with Greenvale Durneval LLP.

All work product described above is subject to the attorney-client privilege, the work product doctrine, and such other protections as may be applicable. The Client is advised to maintain the confidentiality of all such materials in accordance with the terms of the Engagement Letter.

8. Document Retention and File Disposition

We confirm that all original documents provided to Calderwood & Harkness by the Client during the course of the engagement have been returned to the Client or, where originals were not provided to the firm, copies thereof have been transmitted to the Client and to transaction counsel at Whitfield & Crane LLP (David Ostrander, Esq.). Specifically, we confirm the following:

• The FTC Premerger Notification Office Confirmation of Filing Receipt (Transaction No. 20241487), received by the firm on February 16, 2024, has been transmitted to the Client and to Whitfield & Crane LLP for inclusion in the closing binder.

• The FTC Early Termination Grant Notice (Early Termination Notice No. 20240683), received by the firm on March 8, 2024, has been transmitted to the Client and to Whitfield & Crane LLP for inclusion in the closing binder.

• All Item 4(c) and Item 4(d) document productions and related work papers have been retained in the firm's secure document management system (Vireo Data Systems) and are available for retrieval upon Client request.

Calderwood & Harkness will retain copies of all matter files, both electronic and hard copy, in accordance with the firm's Document Retention Policy as described in Section 13 of the Engagement Letter dated January 29, 2024. Under that policy, closed matter files are retained for a period of ten (10) years from the date of matter closing, after which they are disposed of in the ordinary course unless the Client has provided written instructions to the contrary.

The Client may request the return of any original documents or copies of matter files at any time during the retention period by contacting the undersigned or Calderwood & Harkness's Records Department. The firm reserves the right to retain copies of such files as may be reasonably necessary for the firm's own records, conflict-checking purposes, and professional responsibility obligations.

9. Termination of Representation / Matter Closing

Please be advised that Calderwood & Harkness LLP's representation of Ardent Capital Partners III LP in connection with Matter No. 1001-00001 has concluded as of the date of this letter. The firm's files with respect to this matter have been closed, and no further work will be performed under this engagement unless a new engagement is established in writing.

The firm does not undertake any continuing obligation to monitor antitrust developments, regulatory changes, enforcement actions, or post-closing compliance matters relating to the Transaction, Pinnacle Health Systems, Inc., or any other entity in the Ardent Capital portfolio, unless the firm is separately engaged to provide such services pursuant to a new engagement letter.

We understand that the Fund's investment thesis for Pinnacle contemplates potential add-on acquisitions in the healthcare services sector. Should any antitrust or regulatory matter arise in connection with the Transaction, Pinnacle Health Systems, Inc. post-closing, or any future HSR filings for add-on acquisitions by the Fund or its portfolio companies, the firm would be pleased to discuss a new engagement. Howard Bellamy and Monica Reyes remain available to assist the Ardent Capital team and are familiar with the competitive landscape and regulatory considerations relevant to the Fund's healthcare services platform.

For the avoidance of doubt, the following provisions of the Engagement Letter survive the closing of this matter and the termination of our representation, as specified therein: (i) Section 9 (Confidentiality); (ii) Section 10 (Conflicts of Interest and Advance Waivers); (iii) Section 11 (Limitation of Liability); and (iv) Section 13 (Document Retention). The Client is encouraged to review the Engagement Letter for the specific terms of these surviving provisions.

10. Acknowledgments and Closing

We wish to express our sincere appreciation for the opportunity to represent Ardent Capital Partners III LP in connection with its acquisition of Pinnacle Health Systems, Inc. It has been a privilege to work with you, your team, and your co-investors on this significant transaction. We were particularly gratified by the successful outcome of the antitrust review process — the FTC's grant of early termination twenty (20) days after filing, well ahead of the expiration of the statutory waiting period and comfortably within the EPA's outside date, and without any substantive antitrust objections or requests for additional information, reflects both the soundness of the Transaction's competitive profile and the effectiveness of the team's coordinated approach to the regulatory process.

Should you have any questions regarding this letter, the enclosed Final Statement of Account, or any other aspect of our representation in this matter, please do not hesitate to contact either of us at the numbers and email addresses listed below:

Howard Bellamy Partner, Antitrust & Competition Practice Group Direct: (212) 554-7214

Email: hbellamy@calderwoodharkness.com

Monica Reyes Associate, Antitrust & Competition Practice Group Direct: (212) 554-7389

Email: mreyes@calderwoodharkness.com

(billing inquiries)

We look forward to the opportunity to work with the Ardent Capital team again in the future.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Howard Bellamy Partner, Antitrust & Competition Practice Group Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022

Enclosure: Final Statement of Account — Invoice No. INV-1001-00001-F (Matter No. 1001-00001)

cc: Monica Reyes, Esq., Calderwood & Harkness LLP cc: Elliot Nguyen, Esq., Calderwood & Harkness LLP cc: David Ostrander, Esq., Whitfield & Crane LLP (transaction counsel)

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED This letter and the enclosed invoice contain information that is confidential and subject to the attorney-client privilege. If you have received this communication in error, please notify the sender immediately and destroy all copies.

Date	Milestone
January 29, 2024	Engagement Letter executed between Calderwood & Harkness LLP and Ardent Capital Partners III LP; engagement commenced
January 31, 2024	Equity Purchase Agreement (the "EPA") executed between Ardent Capital Partners III LP and the equity holders of Pinnacle Health Systems, Inc.
February 1, 2024	Matter No. 1001-00001 formally opened at Calderwood & Harkness; conflicts clearance completed; new matter memorandum circulated
February 5–10, 2024	Antitrust due diligence and substantive analysis period; preparation of risk assessment, market definition, HHI, overlap, vertical relationships, and state regulatory memoranda (see Section 7 below)
February 14, 2024	Wire instructions for the HSR Filing Fee transmitted to Client
February 16, 2024	HSR Notification Forms filed for both the acquiring person and the acquired person (simultaneously, in coordination with Greenvale Durneval LLP); Request for Early Termination submitted; Voluntary Submission White Paper provided to FTC staff; HSR Filing Fee of $280,000 paid by Ardent Capital per EPA § 5.4(a); FTC-assigned Transaction No. 20241487
March 8, 2024	FTC granted early termination of the HSR Act waiting period (Early Termination Notice No. 20240683); no Second Request was issued; no substantive antitrust objections raised
March 12, 2024	Early termination notice published in the Federal Register
May 12, 2024	Transaction closed; HSR Clearance Certificate executed by Julian Desmond on behalf of the Fund and delivered as a closing deliverable under the EPA; Calderwood & Harkness matter closed
Timekeeper	Title	Rate	Hours	Amount
Howard Bellamy	Partner	$1,650.00/hr	42.3	$69,795.00
Monica Reyes	Associate	$875.00/hr	118.6	$103,775.00
Elliot Nguyen	Associate	$725.00/hr	87.4	$63,365.00
248.3	$236,935.00
Category	Amount
FTC e-filing system and electronic filing costs	$375.00
Document reproduction and production costs (Item 4(c)/4(d) document production — 7 acquiring person documents, including copying, formatting, and indexing)	$1,247.50
Computerized legal research (Northgate Health IT)	$4,836.20
Messenger and courier services	$312.00
Postage and delivery	$187.45
Long-distance telephone and conference call charges	$94.60
Total Firm Disbursements	$7,052.75
Item	Amount
Total Professional Fees	$236,935.00

Total Firm Disbursements	$7,052.75
Subtotal	$243,987.75
Less: Retainer Applied (received January 31, 2024)	($50,000.00)
Less: Interim Invoice No. INV-1001-00001-01 (paid March 22, 2024)	($87,500.00)
Total Amount Due	$106,487.75

CALDERWOOD & HARKNESS LLP Attorneys at Law
600 Lexington Avenue New York, NY 10022 Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
May 14, 2024
VIA EMAIL AND FIRST CLASS MAIL
Mr. Julian Desmond Co-Founder & Managing Partner
Ms. Priya Chandrasekar Co-Founder & Managing Partner
Ardent Capital Management LLC (in its capacity as investment manager of Ardent Capital Partners III LP) 399 Park Avenue, 41st Floor New York, NY 10022
Re: Final Invoice and Matter Closing — Matter No. 1001-00001 Ardent Capital Partners III LP — Acquisition of Pinnacle Health Systems, Inc. HSR Premerger Notification and Antitrust Advisory Services
Dear Julian and Priya:
1. Purpose of This Letter
We write to transmit the final invoice for Matter No. 1001-00001 and to formally advise you that the above-referenced matter has been closed in Calderwood & Harkness's records effective as of May 12, 2024, coinciding with the closing of Ardent Capital Partners III LP's acquisition of Pinnacle Health Systems, Inc. Enclosed with this letter please find our Final Statement of Account, Invoice No. INV-1001-00001-F, which reflects all professional fees and disbursements incurred by the firm through the conclusion of the engagement.
This letter serves as the formal matter closing communication provided in accordance with Section 12(c) of the engagement letter between Calderwood & Harkness LLP and Ardent Capital Partners III LP, dated January 29, 2024 (the "Engagement Letter"). As set forth more fully below, this letter also addresses the disposition of matter files and documents, the formal termination of our representation in this matter, and certain surviving obligations under the Engagement Letter.
We have been pleased to serve as antitrust counsel to Ardent Capital on this transaction, and we are gratified by the successful outcome achieved — early termination of the HSR Act waiting period was granted by the Federal Trade Commission twenty days after filing, well ahead of applicable deadlines under the Equity Purchase Agreement, and without any substantive antitrust objections having been raised. We trust that the summary of work performed and deliverables produced, as set forth below, provides a comprehensive record of the services rendered during the engagement.
2. Summary of Engagement and Scope
Calderwood & Harkness LLP was engaged pursuant to the Engagement Letter dated January 29, 2024 to serve as antitrust counsel to Ardent Capital Partners III LP (the "Fund" or "Client") in connection with the Fund's acquisition of one hundred percent (100%) of the outstanding equity interests of Pinnacle Health Systems, Inc. ("Pinnacle" or the "Target"), a transaction with an aggregate enterprise value of approximately $952 million (the "Transaction").
The scope of our engagement encompassed the following categories of legal services:
(i) the preparation and filing of the acquiring person Hart-Scott-Rodino Premerger Notification and Report Form (the "HSR Notification Form") with the Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "DOJ"), in accordance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 15 U.S.C. § 18a, and the rules promulgated thereunder, 16 C.F.R. Parts 801–803;
(ii) the preparation and submission of a request for early termination of the statutory thirty (30) day waiting period prescribed by the HSR Act;
(iii) substantive antitrust analysis of the Transaction's competitive implications in relevant healthcare services markets, including horizontal overlap analysis across the Fund's existing portfolio companies and vertical relationship assessment;
(iv) coordination with the Target's antitrust counsel, Greenvale Durneval LLP (Jonathan Felder, Esq.), regarding the simultaneous filing of the acquired person HSR Notification Form and related matters;
(v) liaison with FTC staff in the Premerger Notification Office and the Bureau of Competition, including preparation and submission of a voluntary white paper addressing the competitive aspects of the Transaction; and
(vi) preparation of closing deliverables, including the HSR Clearance Certificate delivered at the closing of the Transaction.
The Calderwood & Harkness engagement team for this matter consisted of the following professionals:
• Howard Bellamy, Partner — Responsible Partner and Billing Partner
• Monica Reyes, Associate — Lead Associate
• Elliot Nguyen, Associate — Working Associate
All services were performed under the supervision of Howard Bellamy in his capacity as the responsible partner for this engagement, and all billing was conducted in accordance with the fee arrangements set forth in the Engagement Letter.
3. Summary of Key Milestones and Timeline
The following is a summary of the principal milestones achieved during the course of the engagement. This timeline is provided for the Client's records and for ease of reference in connection with the Transaction's closing binder and post-closing documentation.
We note, for completeness, that the original statutory thirty (30) day waiting period under the HSR Act would have expired on March 17, 2024, nine days after early termination was granted. The outside date for the closing of the Transaction established under Section 8.1(b) of the EPA — June 30, 2024 — was not triggered, and the reverse termination fee of $28,560,000 (representing 3% of the Transaction enterprise value) payable under EPA § 7.3(b) in the event of a failure to obtain antitrust clearance was never implicated. The prompt receipt of early termination reflects, in our view, the strength of the competitive analysis presented and the effectiveness of the proactive engagement strategy undertaken with FTC staff.
4. Final Statement of Account — Professional Fees
The billing period for the enclosed Final Statement of Account covers January 29, 2024 through May 12, 2024. All professional fees have been calculated at the billing rates specified in the Engagement Letter, as follows:
• Howard Bellamy, Partner: $1,650.00 per hour
• Monica Reyes, Associate: $875.00 per hour
• Elliot Nguyen, Associate: $725.00 per hour
The following table summarizes the hours recorded and professional fees incurred by each timekeeper during the billing period:
Total Professional Fees: $236,935.00
Detailed time entries organized by date, timekeeper, and task description have been provided in the attached invoice (INV-1001-00001-F). Should you have any questions regarding any specific time entry, please do not hesitate to contact Monica Reyes, whose contact information is provided below, or Howard Bellamy directly.
We note that the professional fees reflected above are consistent with the budget estimate of $225,000 to $250,000 communicated to the Client in our engagement letter and updated during our February 20, 2024 status call, and that no premium or success fee has been applied.
5. Final Statement of Account — Disbursements
In addition to professional fees, the following disbursements were incurred during the course of the engagement:
HSR Filing Fee (FTC): $280,000.00. This amount was advanced by the Client directly via wire transfer to the FTC Premerger Notification Office in accordance with wire instructions provided by our office on February 14, 2024, and pursuant to the Client's obligation under EPA § 5.4(a). Because this fee was paid directly by the Client and not advanced by the firm, it is not included in Calderwood & Harkness's disbursement total below and is referenced here solely for completeness and the Client's records.
Firm Disbursements:
All disbursements were incurred in the ordinary course of providing the legal services described herein and are reimbursable by the Client pursuant to Section 4 of the Engagement Letter.
6. Total Amount Due
The total amount due under the enclosed Final Statement of Account is summarized as follows:
Payment Terms. In accordance with Section 5 of the Engagement Letter, payment of the total amount due is requested within thirty (30) days of the date of this invoice — i.e., on or before June 13, 2024. Amounts unpaid after such date will accrue interest at the rate of 1.0% per month (12.0% per annum), as specified in the Engagement Letter.
Wire Transfer Instructions. Payment may be made by wire transfer to the following account:
Bank: Greaves Bancorp ABA Routing No.: 021000021 Account Name: Calderwood & Harkness LLP — Client Trust Account Account No.: 8834-2261-7790 Reference: Matter No. 1001-00001 / INV-1001-00001-F
Please include the invoice number and matter number in the wire reference field to ensure prompt and accurate crediting of your payment. Should you prefer to remit payment by check, please make the check payable to "Calderwood & Harkness LLP" and mail to the address set forth in the letterhead above, to the attention of Accounts Receivable.
7. Key Deliverables Produced
The following is an itemized list of the principal work product prepared and delivered to the Client during the course of the engagement. All memoranda and work papers listed below have been transmitted to the Client via the firm's secure file-sharing platform and/or via encrypted email to Julian Desmond and Priya Chandrasekar. Copies of all deliverables have also been provided to David Ostrander at Whitfield & Crane LLP in his capacity as transaction counsel for inclusion in the Transaction closing binder.
1. Preliminary Antitrust Risk Assessment Memorandum (February 5, 2024) — Initial assessment of the Transaction's antitrust risk profile, including identification of potentially overlapping service areas and preliminary assessment of likely agency review posture.
2. Portfolio Company Overlap Analysis Memorandum — Marlowe Asset Management Rehabilitation Holdings LLC and Clearpath Diagnostics Inc. (February 8, 2024) — Detailed analysis of horizontal overlaps between Pinnacle's service lines and those of two Fund portfolio companies, Marlowe Asset Management Rehabilitation Holdings LLC and Clearpath Diagnostics Inc., across all relevant geographic markets.
3. Vertical Relationships Analysis Memorandum (February 9, 2024) — Assessment of vertical relationships between the Target and entities in the Fund's portfolio, including referral patterns, managed care contracting, and supply chain considerations.
4. Market Definition & Competitive Analysis Memorandum — 9 Metropolitan Statistical Areas (February 10, 2024) — Comprehensive analysis of relevant product and geographic markets in each of the nine MSAs in which Pinnacle operates, applying FTC/DOJ Merger Guidelines analytical framework.
5. HHI Concentration Analysis Workpaper — All 9 MSAs (February 10, 2024) — Herfindahl-Hirschman Index calculations for each relevant market, including pre-Transaction and post-Transaction concentration levels and deltas, demonstrating that the Transaction falls below applicable thresholds for presumptive competitive concern.
6. Competitor Identification and Market Participant Chart (February 10, 2024) — Identification and profiling of principal competitors in each relevant market, including market share estimates, capacity data, and recent entry/expansion activity.
7. State Regulatory / Certificate of Need Analysis Memorandum (February 7, 2024) — Survey of Certificate of Need and state licensure requirements in each of the states in which Pinnacle operates, assessing the impact of state regulatory barriers on competitive conditions and market entry.
8. Acquiring Person HSR Notification Form — Final Execution Version (February 16, 2024) — Completed HSR Notification and Report Form for the acquiring person (Ardent Capital Partners III LP), including all required exhibits, appendices, and attachments.
9. Item 4(c)/4(d) Document Log — Acquiring Person (February 16, 2024) — Index of the seven (7) documents responsive to Item 4(c) and Item 4(d) of the HSR Notification Form, including privilege log entries where applicable.
10. Voluntary Submission White Paper to FTC Staff (February 16, 2024) — Proactive submission to the FTC Premerger Notification Office and the Bureau of Competition's Mergers IV Division, presenting the competitive analysis of the Transaction and explaining why the Transaction does not raise substantive antitrust concerns in any relevant market.
11. Request for Early Termination Letter (February 16, 2024) — Formal letter requesting early termination of the HSR Act statutory waiting period, filed simultaneously with the HSR Notification Forms.
12. HSR Clearance Certificate (May 12, 2024) — Certificate executed by Julian Desmond on behalf of the Fund certifying that the HSR Act waiting period had been terminated and that no order, decree, or injunction of any governmental authority was in effect prohibiting the consummation of the Transaction, delivered as a closing deliverable under EPA § 6.2(d).
13. Client Status Reports and Update Correspondence — Throughout the engagement, periodic status reports and update memoranda were provided to the Client via email and during scheduled status calls, documenting the progress of the HSR review, communications with FTC staff, and coordination with Greenvale Durneval LLP.
All work product described above is subject to the attorney-client privilege, the work product doctrine, and such other protections as may be applicable. The Client is advised to maintain the confidentiality of all such materials in accordance with the terms of the Engagement Letter.
8. Document Retention and File Disposition
We confirm that all original documents provided to Calderwood & Harkness by the Client during the course of the engagement have been returned to the Client or, where originals were not provided to the firm, copies thereof have been transmitted to the Client and to transaction counsel at Whitfield & Crane LLP (David Ostrander, Esq.). Specifically, we confirm the following:
• The FTC Premerger Notification Office Confirmation of Filing Receipt (Transaction No. 20241487), received by the firm on February 16, 2024, has been transmitted to the Client and to Whitfield & Crane LLP for inclusion in the closing binder.
• The FTC Early Termination Grant Notice (Early Termination Notice No. 20240683), received by the firm on March 8, 2024, has been transmitted to the Client and to Whitfield & Crane LLP for inclusion in the closing binder.
• All Item 4(c) and Item 4(d) document productions and related work papers have been retained in the firm's secure document management system (Vireo Data Systems) and are available for retrieval upon Client request.
Calderwood & Harkness will retain copies of all matter files, both electronic and hard copy, in accordance with the firm's Document Retention Policy as described in Section 13 of the Engagement Letter dated January 29, 2024. Under that policy, closed matter files are retained for a period of ten (10) years from the date of matter closing, after which they are disposed of in the ordinary course unless the Client has provided written instructions to the contrary.
The Client may request the return of any original documents or copies of matter files at any time during the retention period by contacting the undersigned or Calderwood & Harkness's Records Department. The firm reserves the right to retain copies of such files as may be reasonably necessary for the firm's own records, conflict-checking purposes, and professional responsibility obligations.
9. Termination of Representation / Matter Closing
Please be advised that Calderwood & Harkness LLP's representation of Ardent Capital Partners III LP in connection with Matter No. 1001-00001 has concluded as of the date of this letter. The firm's files with respect to this matter have been closed, and no further work will be performed under this engagement unless a new engagement is established in writing.
The firm does not undertake any continuing obligation to monitor antitrust developments, regulatory changes, enforcement actions, or post-closing compliance matters relating to the Transaction, Pinnacle Health Systems, Inc., or any other entity in the Ardent Capital portfolio, unless the firm is separately engaged to provide such services pursuant to a new engagement letter.
We understand that the Fund's investment thesis for Pinnacle contemplates potential add-on acquisitions in the healthcare services sector. Should any antitrust or regulatory matter arise in connection with the Transaction, Pinnacle Health Systems, Inc. post-closing, or any future HSR filings for add-on acquisitions by the Fund or its portfolio companies, the firm would be pleased to discuss a new engagement. Howard Bellamy and Monica Reyes remain available to assist the Ardent Capital team and are familiar with the competitive landscape and regulatory considerations relevant to the Fund's healthcare services platform.
For the avoidance of doubt, the following provisions of the Engagement Letter survive the closing of this matter and the termination of our representation, as specified therein: (i) Section 9 (Confidentiality); (ii) Section 10 (Conflicts of Interest and Advance Waivers); (iii) Section 11 (Limitation of Liability); and (iv) Section 13 (Document Retention). The Client is encouraged to review the Engagement Letter for the specific terms of these surviving provisions.
10. Acknowledgments and Closing
We wish to express our sincere appreciation for the opportunity to represent Ardent Capital Partners III LP in connection with its acquisition of Pinnacle Health Systems, Inc. It has been a privilege to work with you, your team, and your co-investors on this significant transaction. We were particularly gratified by the successful outcome of the antitrust review process — the FTC's grant of early termination twenty (20) days after filing, well ahead of the expiration of the statutory waiting period and comfortably within the EPA's outside date, and without any substantive antitrust objections or requests for additional information, reflects both the soundness of the Transaction's competitive profile and the effectiveness of the team's coordinated approach to the regulatory process.
Should you have any questions regarding this letter, the enclosed Final Statement of Account, or any other aspect of our representation in this matter, please do not hesitate to contact either of us at the numbers and email addresses listed below:
Howard Bellamy Partner, Antitrust & Competition Practice Group Direct: (212) 554-7214
Email: hbellamy@calderwoodharkness.com
Monica Reyes Associate, Antitrust & Competition Practice Group Direct: (212) 554-7389
Email: mreyes@calderwoodharkness.com
(billing inquiries)
We look forward to the opportunity to work with the Ardent Capital team again in the future.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Howard Bellamy Partner, Antitrust & Competition Practice Group Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022
Enclosure: Final Statement of Account — Invoice No. INV-1001-00001-F (Matter No. 1001-00001)
cc: Monica Reyes, Esq., Calderwood & Harkness LLP cc: Elliot Nguyen, Esq., Calderwood & Harkness LLP cc: David Ostrander, Esq., Whitfield & Crane LLP (transaction counsel)
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED This letter and the enclosed invoice contain information that is confidential and subject to the attorney-client privilege. If you have received this communication in error, please notify the sender immediately and destroy all copies.
Date | Milestone
January 29, 2024 | Engagement Letter executed between Calderwood & Harkness LLP and Ardent Capital Partners III LP; engagement commenced
January 31, 2024 | Equity Purchase Agreement (the "EPA") executed between Ardent Capital Partners III LP and the equity holders of Pinnacle Health Systems, Inc.
February 1, 2024 | Matter No. 1001-00001 formally opened at Calderwood & Harkness; conflicts clearance completed; new matter memorandum circulated
February 5–10, 2024 | Antitrust due diligence and substantive analysis period; preparation of risk assessment, market definition, HHI, overlap, vertical relationships, and state regulatory memoranda (see Section 7 below)
February 14, 2024 | Wire instructions for the HSR Filing Fee transmitted to Client
February 16, 2024 | HSR Notification Forms filed for both the acquiring person and the acquired person (simultaneously, in coordination with Greenvale Durneval LLP); Request for Early Termination submitted; Voluntary Submission White Paper provided to FTC staff; HSR Filing Fee of $280,000 paid by Ardent Capital per EPA § 5.4(a); FTC-assigned Transaction No. 20241487
March 8, 2024 | FTC granted early termination of the HSR Act waiting period (Early Termination Notice No. 20240683); no Second Request was issued; no substantive antitrust objections raised
March 12, 2024 | Early termination notice published in the Federal Register
May 12, 2024 | Transaction closed; HSR Clearance Certificate executed by Julian Desmond on behalf of the Fund and delivered as a closing deliverable under the EPA; Calderwood & Harkness matter closed
Timekeeper | Title | Rate | Hours | Amount
Howard Bellamy | Partner | $1,650.00/hr | 42.3 | $69,795.00
Monica Reyes | Associate | $875.00/hr | 118.6 | $103,775.00
Elliot Nguyen | Associate | $725.00/hr | 87.4 | $63,365.00
248.3 | $236,935.00
Category | Amount
FTC e-filing system and electronic filing costs | $375.00
Document reproduction and production costs (Item 4(c)/4(d) document production — 7 acquiring person documents, including copying, formatting, and indexing) | $1,247.50
Computerized legal research (Northgate Health IT) | $4,836.20
Messenger and courier services | $312.00
Postage and delivery | $187.45
Long-distance telephone and conference call charges | $94.60
Total Firm Disbursements | $7,052.75
Item | Amount
Total Professional Fees | $236,935.00
Total Firm Disbursements | $7,052.75
Subtotal | $243,987.75
Less: Retainer Applied (received January 31, 2024) | ($50,000.00)
Less: Interim Invoice No. INV-1001-00001-01 (paid March 22, 2024) | ($87,500.00)
Total Amount Due | $106,487.75

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