STATE OF DELAWARE OFFICE OF THE SECRETARY OF STATE

STATE OF DELAWARE OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF FORMATION
OF
ARDENT HEALTHCARE HOLDINGS LLC
A Delaware Limited Liability Company
Pursuant to Section 18-201 of the Delaware Limited Liability Company Act
Delaware File No. 7834219
Filed: March 5, 2024
CERTIFICATE OF FORMATION
OF
ARDENT HEALTHCARE HOLDINGS LLC
The undersigned, being an authorized person, hereby executes this Certificate of Formation (this "Certificate of Formation") for the purpose of forming a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. (the "Act"). The undersigned authorized person is acting on behalf of Ardent Capital GP III LLC, the initial member and organizer of the limited liability company formed hereby. The undersigned hereby certifies as follows:
ARTICLE I
Name.  The name of the limited liability company formed hereby is:
Ardent Healthcare Holdings LLC
The name of the limited liability company set forth above complies with the requirements of Section 18-102 of the Act, including, without limitation, the requirement that the name of a limited liability company formed under the Act contain the words "Limited Liability Company" or the abbreviation "L.L.C." or the designation "LLC."
ARTICLE II
Registered Office and Registered Agent
The address of the registered office of the Company in the State of Delaware is:
251 Little Falls Drive Wilmington, Delaware 19808 County of New Castle
The name of the registered agent of the Company for service of process at such address is:
Pemberton Industries
Pemberton Industries is a corporation duly organized under the laws of the State of Delaware and is authorized to transact business in the State of Delaware. The registered agent has consented to serve as registered agent for the Company in accordance with the requirements of Section 18-104 of the Act.
ARTICLE III
Authorized Person / Organizer
The name and address of the authorized person executing this Certificate of Formation are as follows:
Name: Leonard Cross
Capacity: Authorized Person
Address: Calderwood & Harkness LLP One Liberty Plaza, 45th Floor New York, New York 10006
The powers of the authorized person named above as an authorized person shall cease at such time as this Certificate of Formation is filed with the Office of the Secretary of State of the State of Delaware. Upon and after such filing, the business and affairs of the Company shall be managed, and the Company shall be governed, in accordance with the Limited Liability Company Agreement of the Company entered into by or on behalf of the members of the Company, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms and the Act.
ARTICLE IV
Effective Date.  This Certificate of Formation shall be effective upon filing with the Office of the Secretary of State of the State of Delaware in accordance with Section 18-206 of the Act. The actual date of filing of this Certificate of Formation is March 5, 2024.
ARTICLE V
Purpose.  The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be formed under the Act. The Company shall possess and may exercise all of the powers and privileges granted by the Act and by any other law or by this Certificate of Formation, together with all powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion, or attainment of the business, purposes, or activities of the Company.
ARTICLE VI
Duration.  The Company shall have perpetual existence and shall continue in full force and effect until dissolved and its affairs wound up in accordance with the provisions of the Act and the Company's Limited Liability Company Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned authorized person has duly executed this Certificate of Formation as of the 5th day of March, 2024.
AUTHORIZED PERSON:
By: ________
Name: Leonard Cross
Title: Authorized Person
Calderwood & Harkness LLP One Liberty Plaza, 45th Floor New York, New York 10006
OFFICE OF THE SECRETARY OF STATE STATE OF DELAWARE
[SPACE RESERVED FOR SECRETARY OF STATE FILING STAMP]
Delaware File No. 7834219
Filed: March 5, 2024
Secretary of State of the State of Delaware
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ABOVE IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF "ARDENT HEALTHCARE HOLDINGS LLC," FILED IN THIS OFFICE ON THE FIFTH DAY OF MARCH, A.D. 2024, AT 2:47 O'CLOCK P.M.
PREPARER'S NOTATION — FOR INTERNAL REFERENCE ONLY Not Part of the Filed Certificate of Formation
Prepared by:
Calderwood & Harkness LLP One Liberty Plaza, 45th Floor New York, New York 10006
Attention: Robert Jansen / Garrett Simmons
Client:
Ardent Capital Partners III LP 600 Lexington Avenue, 38th Floor New York, New York 10022
Matter No.: 1001-00006
Engagement Reference: 1001-00006
Post-Formation Reference Information:
Federal Tax Classification:
This entity is classified as a partnership for federal income tax purposes under the default classification rules of Treasury Regulations § 301.7701-3. The Company is a domestic eligible entity with two or more members and, accordingly, is classified as a partnership absent an affirmative election to be treated otherwise. No check-the-box election on IRS Form 8832 is to be filed with respect to this entity.
Structure and Ownership Notes:
Ardent Healthcare Holdings LLC will serve as the top-level acquisition holding company in connection with the acquisition of Pinnacle Health Services Group LLC. Upon closing of the acquisition, the Company will be owned by Ardent Capital Partners III LP and rollover equity participants, including Dr. Raymond Carvallo, Dr. Nadia Ostrowski, and Jonathan Farnsworth. The Company will hold 100% of the issued and outstanding equity interests of Ardent Healthcare Intermediate Inc., a Delaware C-corporation (Delaware File No. 7834223), which will in turn serve as the direct or indirect acquiror of Pinnacle Health Services Group LLC.
The Limited Liability Company Agreement of Ardent Healthcare Holdings LLC, to be entered into on or about the closing date of the acquisition, will govern the rights, obligations, and economic arrangements among the members of the Company, including capital contribution obligations, distribution waterfalls, management rights, transfer restrictions, and other customary provisions.
Item | Detail
Entity Name | Ardent Healthcare Holdings LLC
Jurisdiction | Delaware
Delaware File No. | 7834219
Date of Formation | March 5, 2024
Entity EIN (obtained post-formation) | 93-2187445
Registered Agent | Pemberton Industries
Registered Office | 251 Little Falls Drive, Wilmington, DE 19808
Business Address (not in Certificate) | 600 Lexington Avenue, 38th Floor, New York, NY 10022