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MEMORANDUM

CALDERWOOD & HARKNESS LLP 1221 Avenue of the Americas, 40th Floor New York, NY 10020

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT This memorandum is protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of the addressees identified below in connection with Calderwood & Harkness LLP Matter No. 0478231.0001. Any unauthorized review, use, disclosure, or distribution is strictly prohibited.

I. Executive Summary

The purpose of this memorandum is to analyze whether the proposed acquisition of 100% of the outstanding equity of MedVance Health Systems, Inc. (the "Target," the "Company," or "MedVance") by Ardent Healthcare Holdings Inc. (the "Purchaser" or "AHH"), a newly formed acquisition vehicle of Ardent Capital Partners III LP ("Ardent CP" or "Fund III"), at a fixed purchase price of $620,000,000 (the "Transaction"), is reportable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 15 U.S.C. § 18a (the "HSR Act"), and the implementing regulations promulgated jointly by the Federal Trade Commission ("FTC") and the Antitrust Division of the U.S. Department of Justice ("DOJ"), codified at 16 C.F.R. Parts 801 through 803. This memorandum also provides a preliminary substantive antitrust assessment of the Transaction, addresses filing mechanics and timing, identifies applicable state-level regulatory considerations, and sets forth action items and recommendations for the deal team in advance of the targeted filing date.

Conclusion. Based on our analysis, the Transaction is reportable under the HSR Act. Both the size-of-transaction threshold and the size-of-person thresholds are satisfied, no statutory or regulatory exemption applies, and the parties are required to file a Notification and Report Form (the "HSR Form") with the FTC and DOJ and observe the applicable statutory waiting period before consummating the Transaction. We recommend that the HSR Forms for both the acquiring person and the acquired person be filed as soon as practicable, with a target filing date of December 18, 2024, and that the filing include a request for early termination of the statutory thirty-day waiting period.

The parties' letter of intent and exclusivity agreement was executed on September 15, 2024. The Stock Purchase Agreement (the "SPA") is targeted for execution on February 10, 2025, with a projected closing date of April 15, 2025. By filing in advance of signing, the parties can commence the HSR waiting period clock at the earliest opportunity, preserving flexibility in the deal timeline. Filing on the basis of a letter of intent or agreement in principle is expressly permitted under 16 C.F.R. § 802.2, and the September 15, 2024 LOI between the parties provides a sufficient basis for the filing.

With respect to filing fee obligations, the Transaction falls within the filing fee tier applicable to transactions valued at more than $500 million but less than $1 billion. The applicable filing fee is $250,000, payable by the acquiring person.

From a substantive antitrust perspective, we have conducted a preliminary competitive assessment and conclude that the Transaction is unlikely to raise competitive concerns warranting a Second Request (a formal request for additional information and documentary material under 15 U.S.C. § 18a(e)). This assessment is grounded in the fragmented nature of regional healthcare services markets, the structure of the Transaction as a financial sponsor acquisition (as opposed to a strategic combination of horizontal competitors), and, critically, the absence of meaningful geographic overlap between Ardent Capital's existing portfolio companies and MedVance's service areas in Tennessee, Alabama, Georgia, and Kentucky. While healthcare transactions remain a stated enforcement priority of the current FTC and DOJ leadership, the specific competitive characteristics of this Transaction do not present the indicia that have historically prompted the agencies to issue Second Requests in healthcare services deals.

A request for early termination of the waiting period is appropriate given this competitive landscape. We note that the FTC suspended routine grants of early termination in February 2021 but has since resumed granting early termination on a case-by-case basis. We will monitor the status of early termination practice at the time of filing and advise accordingly.

II. Transaction Overview

A. Parties. Acquiring Person.

The acquiring person for purposes of the HSR Act is Ardent Capital Partners III LP, a Delaware limited partnership (EIN 87-3541982), with its principal offices at 599 Lexington Avenue, 34th Floor, New York, NY 10022. Ardent Capital Partners III LP is managed by its general partner, Ardent Capital Management III LLC, a Delaware limited liability company. Ardent Capital Partners III LP and its controlled entities are referred to herein collectively as "Ardent Capital" or "Ardent CP." Fund III was formed in 2021 and holds a diversified portfolio of investments in healthcare services, business services, and technology-enabled infrastructure companies, with aggregate assets under management in excess of $2 billion.

The direct acquisition vehicle for the Transaction is Ardent Healthcare Holdings Inc. ("AHH"), a newly formed Delaware corporation (EIN 93-2047861). AHH was formed on January 8, 2025, for the sole purpose of effectuating the acquisition of MedVance. For purposes of the HSR filing, which will be submitted on December 18, 2024 (i.e., prior to the formal incorporation of AHH), the filing will reference the anticipated formation of the acquisition vehicle and the HSR Form will identify Ardent Capital Partners III LP as the ultimate parent entity of the acquiring person. Upon its formation, AHH will be a wholly owned subsidiary of Ardent Capital Partners III LP, controlled through the fund's general partner, Ardent Capital Management III LLC.

The senior professionals of Ardent Capital Management III LLC principally involved in this Transaction include Beatrice Holloway (Senior Managing Director), James Prentice (General Counsel), Graham Whitfield (Managing Director), Priya Ranganathan (Principal), and Thomas Kearney (Vice President, Finance & Operations).

Acquired Person.

The acquired person is MedVance Health Systems, Inc., a Delaware corporation (EIN 62-7083149; Delaware File No. 4938217), with its principal place of business at 4200 West End Avenue, Suite 1100, Nashville, Tennessee 37205. MedVance was founded in 2009 by Dr. Catherine Ryland, a board-certified internist, and has grown through organic expansion and selective acquisitions to become a multi-site physician practice and outpatient healthcare services provider operating across four states: Tennessee, Alabama, Georgia, and Kentucky. MedVance currently operates approximately sixty-seven clinical locations across these states, providing primary care, specialty physician services, outpatient surgical services, urgent care, diagnostic and imaging services, and ancillary healthcare services.

The current equity holders of MedVance are as follows:

Crestline Growth Equity Fund II LP ("Crestline") is a growth equity fund managed by Crestline Capital Partners LLC. Crestline made its initial investment in MedVance in 2016 and holds a controlling majority interest. Ryland Family Holdings LLC is an entity controlled by Dr. Catherine Ryland, who serves as Chair of MedVance's Board of Directors. The management holders consist of Daniel Burch (Chief Executive Officer), Angela Moretti (Chief Financial Officer), Dr. Steven Whitmore (Chief Medical Officer), and approximately fourteen other members of senior management and physician leaders who hold equity through direct stock ownership or vested option exercises.

MedVance's legal counsel is Whitaker, Poole & Simms LLP ("WPS"), with Rebecca Whitaker and Jonathan Garrett serving as the primary transaction attorneys. MedVance's independent auditor is Prumvane & Reese LLP. Crestline Growth Equity Fund II LP is separately represented by its own counsel, Marcus Delgado of Crestline Capital Partners LLC's in-house legal team.

B. Transaction Structure

The Transaction is structured as a stock acquisition. Pursuant to the terms of the SPA (to be executed on or about February 10, 2025), the Purchaser (Ardent Healthcare Holdings Inc.) will acquire 100% of the outstanding capital stock of MedVance Health Systems, Inc. from MedVance's existing equity holders—Crestline Growth Equity Fund II LP, Ryland Family Holdings LLC, and the management holders—in exchange for aggregate cash consideration of $620,000,000 (the "Purchase Price"). The Purchase Price is fixed and is not subject to earn-out, contingent consideration, or post-closing adjustment mechanisms beyond customary working capital true-up provisions.

The Transaction will be financed through the following sources:

The excess of total sources over the Purchase Price is intended to cover transaction costs, working capital requirements, and closing adjustments. The revolving credit facility of $50,000,000 is expected to remain undrawn at closing and will be available for post-closing operational purposes.

MedVance's existing indebtedness of approximately $41,300,000 (consisting of a term loan and revolving facility with Granton Savings Bank, N.A.) will be retired at closing from seller proceeds, and all existing liens on MedVance's assets in favor of Granton Savings Bank will be released simultaneously with closing.

Approximately $18,600,000 of the aggregate consideration otherwise payable to management holders will be reinvested in the form of rollover equity in the Purchaser or a holding company entity to be formed above the Purchaser. The management rollover is intended to align incentives between the continuing management team and Ardent Capital in the post-closing period. For HSR purposes, the rollover equity does not affect the reportability analysis, as the Purchaser is acquiring 100% of MedVance's outstanding equity irrespective of the subsequent reinvestment by certain sellers.

The Transaction is being advised on the sell-side by Hargrove Bancroft & Co. (Nathan Osei, Managing Director) and on the buy-side by Pemberton Marsh Securities LLC (Allison Drake, Managing Director). Debt financing is being arranged by Ridgeline National Bank, N.A.

C. Timeline Considerations

The key milestones for the Transaction are as follows:

The parties have elected to file the HSR Forms prior to the execution of the SPA in order to commence the statutory thirty-day waiting period as early as possible. This pre-signing filing strategy is expressly permitted under the HSR Act and implementing regulations. Specifically, 16 C.F.R. § 802.2 provides that the notification obligation may be satisfied on the basis of "a letter of intent or agreement in principle" where the parties have not yet executed a definitive agreement, provided that the filing identifies the transaction with reasonable specificity. The September 15, 2024 LOI between Ardent Capital and Crestline Growth Equity Fund II LP (on behalf of MedVance's shareholders) satisfies this requirement, as it describes the material terms of the Transaction including the identity of the parties, the acquisition structure, and the approximate purchase price.

By filing on December 18, 2024, and assuming the thirty-day waiting period runs without interruption, the waiting period would expire on or about January 17, 2025—well in advance of the February 10, 2025 target signing date. If early termination is requested and granted, the antitrust condition would be cleared even sooner. This approach ensures that the HSR waiting period does not become a gating item on the critical path to closing.

III. HSR Act Jurisdictional Analysis

A. Applicability — Section 7A(a) Requirements

Section 7A(a) of the Clayton Act, 15 U.S.C. § 18a(a), requires that the parties to certain acquisitions file premerger notifications with the FTC and DOJ and observe a waiting period before consummating the acquisition, provided that the following three statutory prerequisites are met:

(1) Nature of the acquisition. The transaction must involve the acquisition of voting securities, assets, or a non-corporate interest (including an interest in a partnership, limited liability company, or other unincorporated entity). 15 U.S.C. § 18a(a)(1).

(2) Size-of-transaction threshold. As a result of the acquisition, the acquiring person must hold an aggregate total amount of voting securities and assets of the acquired person valued in excess of the applicable dollar threshold, as adjusted annually. 15 U.S.C. § 18a(a)(2).

(3) Size-of-person threshold. Unless the size-of-transaction threshold exceeds the higher statutory dollar threshold (currently $478.0 million for calendar year 2024), at least one of the parties (or its ultimate parent entity) must have total assets or annual net sales of at least $222.7 million, and the other party (or its ultimate parent entity) must have total assets or annual net sales of at least $22.3 million. 15 U.S.C. § 18a(a)(3).

All three prerequisites are satisfied with respect to the Transaction, as analyzed in detail below.

Nature of the Acquisition. The Transaction involves the acquisition of 100% of the outstanding voting securities (common stock) of MedVance Health Systems, Inc., a Delaware corporation. This clearly constitutes an acquisition of "voting securities" within the meaning of the HSR Act. See 15 U.S.C. § 18a(a)(1); 16 C.F.R. § 801.1(f) (defining "voting securities" to include securities that confer the right to vote for directors of a corporation). The first prerequisite is satisfied.

B. Size-of-Transaction Test

The applicable size-of-transaction threshold for filings made in calendar year 2024 is $111.4 million, as adjusted effective February 27, 2024. See 89 Fed. Reg. 13,868 (Feb. 23, 2024) (FTC notice of revised thresholds for 2024). The FTC adjusts the HSR thresholds annually based on changes in the gross national product, pursuant to 15 U.S.C. § 18a(a)(2)(B)(i).

The aggregate total amount of voting securities of MedVance to be acquired by the Purchaser, valued at the Purchase Price of $620,000,000, clearly and substantially exceeds the $111.4 million size-of-transaction threshold. The second prerequisite is therefore satisfied.

We note that the transaction value of $620,000,000 also exceeds the higher size-of-transaction threshold of $478.0 million (the threshold above which the size-of-person test is not required). See 15 U.S.C. § 18a(a)(2)(B)(ii)(III); 89 Fed. Reg. 13,868. As discussed in Section III.C below, when the size-of-transaction threshold exceeds $478.0 million, the filing obligation applies regardless of whether the size-of-person thresholds are independently satisfied. We nevertheless analyze the size-of-person test below for completeness, and to address any questions that may arise in the preparation of the HSR Form or in discussions with the agencies.

C. Size-of-Person Test

The applicable size-of-person thresholds for 2024 filings are as follows:

(a) At least one party to the transaction (or its ultimate parent entity) must have total assets or annual net sales of at least $222.7 million; and

(b) The other party (or its ultimate parent entity) must have total assets or annual net sales of at least $22.3 million.

See 15 U.S.C. § 18a(a)(3)(A)–(B); 89 Fed. Reg. 13,868. As noted above, because the Transaction value exceeds $478.0 million, the size-of-person test does not technically need to be satisfied for the filing obligation to apply. However, both thresholds are independently satisfied here, confirming the Transaction's reportability under all potentially applicable tests.

Acquiring Person — Ardent Capital Partners III LP and Its Controlled Entities.

The determination of whether the acquiring person satisfies the applicable size-of-person threshold requires identification of the "ultimate parent entity" ("UPE") of the acquiring person and aggregation of the total assets of all entities controlled by the UPE. See 16 C.F.R. § 801.1(a)(1) (defining "person" to include all entities that the UPE controls); 16 C.F.R. § 801.1(a)(3) (defining "ultimate parent entity").

Under 16 C.F.R. § 801.1(a)(3), the UPE is the entity that is not controlled by any other entity. In the context of private equity fund structures, the identification of the UPE requires careful analysis. Ardent Capital Management III LLC serves as the general partner of Ardent Capital Partners III LP and exercises management authority over the fund's investments, including the authority to make and dispose of portfolio investments. However, under longstanding FTC guidance, as reinforced by the 2023 amendments to the HSR rules and the FTC's informal interpretations, the fund entity (i.e., the limited partnership) is typically treated as the UPE when the general partner manages the fund's investments on behalf of the limited partners and the general partner does not itself hold a controlling equity interest in the fund outside of its management role. The rationale is that the fund is the entity whose assets are being deployed in the acquisition, and the fund (through its general partner) is the entity that controls the acquisition vehicle.

Applying this framework, Ardent Capital Partners III LP is the UPE of the acquiring person. The fund controls Ardent Healthcare Holdings Inc. (the direct acquisition vehicle) through the management authority of Ardent Capital Management III LLC (the general partner). The fund is not itself controlled by any other entity—the limited partners of Fund III do not individually or collectively control the fund's investment decisions, and the general partner, while managing the fund, is treated as an agent of the fund rather than as the controlling entity above it for HSR purposes.

The aggregate total assets of Ardent Capital Partners III LP, inclusive of all portfolio company holdings across Fund III, are well in excess of $222.7 million. Based on information provided by the deal team, Fund III's total committed capital is approximately $2.8 billion, and the fund's aggregate total assets (including the fair market value of current portfolio investments, cash, and cash equivalents) exceed $2.0 billion. The precise figure will be confirmed from the most recent fund financial statements prepared by the fund's administrator; however, there is no question that the $222.7 million threshold is exceeded by a substantial margin.

Acquired Person — MedVance Health Systems, Inc.

MedVance's UPE for purposes of the HSR Act analysis is MedVance Health Systems, Inc. itself. Although Crestline Growth Equity Fund II LP holds a 68.2% equity interest in MedVance and may be deemed to "control" MedVance for certain purposes, the UPE determination under the HSR Act looks to the entity at the top of the corporate chain being acquired. In a stock acquisition, the acquired person is the issuer whose voting securities are being acquired. See 16 C.F.R. § 801.1(a)(1). For purposes of the acquired person's filing, MedVance Health Systems, Inc. is the acquired entity, and Crestline Growth Equity Fund II LP may be identified as the UPE of the acquired person depending on the control analysis. However, the size-of-person analysis may be conducted with reference to MedVance's own financials, which are sufficient to satisfy the threshold.

MedVance's unaudited 2024 revenue is approximately $387,000,000. MedVance's 2024 adjusted EBITDA is approximately $78,400,000. MedVance's total assets will be confirmed from the most recent annual financial statements audited by Prumvane & Reese LLP; however, based on the revenue and EBITDA figures, and the known scale of MedVance's clinical operations (sixty-seven locations across four states), MedVance's total assets and annual net sales clearly exceed the $22.3 million threshold. The threshold is satisfied.

Conclusion on Size-of-Person Test. Both size-of-person thresholds are met. The acquiring person's UPE (Ardent Capital Partners III LP) has total assets exceeding $222.7 million (indeed, exceeding $2.0 billion), and the acquired person (MedVance Health Systems, Inc.) has annual net sales exceeding $22.3 million (indeed, exceeding $387 million). Moreover, as noted above, the Transaction independently qualifies for reporting under the higher size-of-transaction threshold of $478.0 million, which eliminates the need to satisfy the size-of-person test altogether.

D. Exemption Analysis

The HSR Act and its implementing regulations provide a number of exemptions from the filing and waiting period requirements. We have reviewed each potentially applicable exemption and conclude that none applies to the Transaction.

Section 802.1 — Acquisitions of Goods or Realty Transferred in the Ordinary Course of Business. This exemption applies to acquisitions of goods or realty in the ordinary course of business and is inapplicable to acquisitions of voting securities. The Transaction is structured as a stock acquisition. This exemption does not apply.

Section 802.4 — Acquisitions of Voting Securities of Foreign Issuers. This exemption applies to certain acquisitions of voting securities of entities organized under the laws of foreign jurisdictions. MedVance Health Systems, Inc. is a domestic Delaware corporation, and Ardent Healthcare Holdings Inc. is likewise a Delaware corporation. This exemption does not apply.

Section 802.30 — Intraperson Transactions. This exemption applies to acquisitions within a single "person" as defined under the HSR Act, i.e., transactions between entities under common control. There is no pre-existing affiliation or common ownership between Ardent Capital Partners III LP (or any of its controlled entities) and MedVance Health Systems, Inc. (or Crestline Growth Equity Fund II LP). This exemption does not apply.

Section 802.9 — Acquisitions Solely for the Purpose of Investment. This exemption applies to acquisitions of voting securities that, as held or upon consummation, constitute 10% or less of the outstanding voting securities of the issuer, where the acquisition is made "solely for the purpose of investment" and the acquiring person has no intention of participating in the formulation, determination, or direction of the basic business decisions of the issuer. The Purchaser is acquiring 100% of MedVance's outstanding equity, and the acquisition is being made for purposes of control, not passive investment. This exemption is plainly inapplicable.

Section 802.51 — Acquisitions of Foreign Assets. This exemption applies to acquisitions of assets located outside the United States. MedVance's assets are located entirely within the United States (in Tennessee, Alabama, Georgia, and Kentucky). This exemption does not apply.

Other Exemptions. We have also reviewed the exemptions under 15 U.S.C. § 18a(c) (statutory exemptions) and have not identified any that would apply to the Transaction. The Transaction does not involve the formation of a joint venture (§ 18a(c)(10)), the acquisition of convertible securities (subject to separate rules), or any of the other specialized transaction types addressed in the exemption provisions.

Conclusion. No exemption applies. The Transaction is reportable under the HSR Act, and the parties are required to file HSR Forms and observe the statutory waiting period prior to closing.

IV. Filing Mechanics and Procedures

A. Filing Parties and Forms

Two separate HSR Forms must be submitted in connection with the Transaction—one by the acquiring person and one by the acquired person:

(i) Acquiring Person's Filing. Ardent Capital Partners III LP, as the UPE of the acquiring person, will file the acquiring person's Notification and Report Form. The filing will be prepared by Calderwood & Harkness LLP (Nora Castillo and Derek Okonkwo, with assistance from Megan Chu). The filing will identify Ardent Healthcare Holdings Inc. as the entity directly making the acquisition and Ardent Capital Partners III LP as the UPE.

(ii) Acquired Person's Filing. MedVance Health Systems, Inc. will file the acquired person's Notification and Report Form. This filing will be prepared by Whitaker, Poole & Simms LLP (Rebecca Whitaker and Jonathan Garrett), counsel to MedVance. Calderwood & Harkness will coordinate with WPS to ensure consistency between the two filings with respect to the transaction description, valuation methodology, and NAICS code classifications.

Each filing must be submitted to both the FTC's Premerger Notification Office and the DOJ Antitrust Division. Both filings are to be submitted electronically via the FTC's e-filing system (accessible at https://hsr.ftc.gov). Physical delivery of paper copies is no longer required.

B. Filing Fee

The HSR Act requires payment of a filing fee, the amount of which is determined by the aggregate value of the transaction. The fee schedule, as adjusted for 2024, establishes the following relevant tiers:

The Purchase Price of $620,000,000 places the Transaction in the tier for transactions valued at more than $500 million but less than $1 billion. The applicable filing fee is $250,000.

Under the HSR Act, the filing fee is payable by the acquiring person. 15 U.S.C. § 18a(b)(1)(B). The fee must be paid at the time the acquiring person's HSR Form is submitted. Payment is made electronically through the pay.gov system, and the fee payment must be confirmed before the FTC will accept the filing. Thomas Kearney of Ardent Capital Management III LLC should arrange for payment of the $250,000 filing fee no later than December 17, 2024, to ensure that the fee is cleared in time for the December 18, 2024 filing date. The filing fee will be treated as a transaction expense of the Purchaser and is expected to be allocated accordingly under the SPA's transaction cost provisions.

C. Filing Timeline and Waiting Period

Target Filing Date. The HSR Forms for both the acquiring person and the acquired person are targeted for submission on December 18, 2024. We anticipate that the FTC's Premerger Notification Office will assign a filing reference number upon acceptance of the filings. For internal tracking purposes, we have designated the anticipated reference number as HSR-2024-7231, subject to confirmation from the FTC.

Statutory Waiting Period. Upon acceptance of both filings by the FTC, a statutory waiting period of thirty (30) calendar days commences. 15 U.S.C. § 18a(b)(1)(A). The parties are prohibited from consummating the Transaction during the waiting period. Assuming a filing date of December 18, 2024, the waiting period would expire on approximately January 17, 2025, subject to the FTC's date-computation conventions (which generally exclude the day of filing and count the expiration date as the first business day following the thirtieth calendar day if the thirtieth day falls on a weekend or federal holiday).

The waiting period may be extended if the FTC or DOJ issues a Second Request (a formal request for additional information and documentary material under 15 U.S.C. § 18a(e)), in which case the waiting period does not expire until thirty days after both parties have substantially complied with the Second Request. As discussed in Section V.E below, we assess the risk of a Second Request as low.

Early Termination. The parties intend to request early termination of the thirty-day waiting period at the time of filing. Under 15 U.S.C. § 18a(b)(2), both the FTC and the DOJ have discretion to terminate the waiting period before its scheduled expiration if neither agency intends to take further action with respect to the transaction. When early termination is granted, the FTC publishes a notice on the Federal Register, and the parties are free to close at any time thereafter.

We note that the FTC suspended its routine practice of granting early termination in February 2021, citing resource constraints and a desire to ensure adequate review time for all transactions. This suspension drew significant criticism from the antitrust bar and the business community. Since then, the FTC has resumed granting early termination in certain cases, although the frequency and predictability of such grants remain lower than in the pre-2021 period. As of the date of this memorandum, early termination requests continue to be entertained on a case-by-case basis, and we believe that the competitive characteristics of this Transaction (particularly the absence of horizontal overlap, discussed in Section V below) support a favorable disposition. We will assess the current status of the FTC's early termination practice at the time of filing and will advise the deal team accordingly.

[Update: As noted in Section VIII below, early termination was granted on January 22, 2025.]

D. Items to Be Reported on the HSR Form

The acquiring person's HSR Form requires disclosure of the following principal categories of information. We summarize each below, along with specific action items for the deal team:

1. Item 1 — Transaction Description and Identification of Acquiring and Acquired Persons.

Item 1 requires a description of the transaction and identification of both the acquiring and acquired persons, including the names, addresses, and UPE identification for both parties. The filing will identify Ardent Capital Partners III LP as the UPE of the acquiring person and Ardent Healthcare Holdings Inc. as the entity directly making the acquisition. MedVance Health Systems, Inc. will be identified as the acquired entity. The transaction description will characterize the Transaction as an acquisition of 100% of the outstanding voting securities (common stock) of MedVance for aggregate consideration of $620,000,000, financed through a combination of equity contributions from Fund III and senior secured debt financing.

Calderwood & Harkness will prepare draft transaction description language and share it with WPS (Rebecca Whitaker) to ensure consistency between the acquiring person's and acquired person's filings.

2. Item 2 — Acquiring Person Identification.

Item 2 requires information regarding the acquiring person's legal form, state of organization, employer identification number (EIN), and identification of officers and directors of entities within the acquiring person. The filing will disclose:

• Ardent Capital Partners III LP: Delaware limited partnership; EIN 87-3541982

• Ardent Capital Management III LLC: Delaware LLC (general partner of Fund III)

• Ardent Healthcare Holdings Inc.: Delaware corporation; EIN 93-2047861 (to be formed January 8, 2025)

• Officers and directors of each entity within the acquiring person's organizational structure, including Beatrice Holloway, James Prentice, Graham Whitfield, and such other individuals as serve in officer or director capacities

3. Item 3 — Acquired Entity Identification.

Item 3 requires identification information for the acquired entity, including its legal name, state of incorporation, EIN, and state file number. MedVance Health Systems, Inc.: Delaware corporation; EIN 62-7083149; Delaware File No. 4938217; principal place of business at 4200 West End Avenue, Suite 1100, Nashville, TN 37205.

4. Item 4 — Prior Acquisitions.

Item 4 requires disclosure of acquisitions by the acquiring person within the same NAICS codes as the acquired person during the preceding five years. This requires compilation of all acquisitions by Ardent Capital Partners III LP (and its controlled entities, including all Fund III portfolio companies) in the healthcare services NAICS codes applicable to MedVance's operations. We request that the deal team—specifically, Graham Whitfield, Priya Ranganathan, and Audrey Sato of Ardent Capital Management III LLC—compile a comprehensive list of all acquisitions (including bolt-on and tuck-in acquisitions by Fund III portfolio companies) in the following NAICS codes during the period from December 18, 2019 through the present:

• 621111 (Offices of Physicians, except Mental Health Specialists)

• 622110 (General Medical and Surgical Hospitals)

• 621610 (Home Health Care Services)

• 621999 (All Other Miscellaneous Ambulatory Health Care Services)

• Any other healthcare services NAICS codes in which Fund III portfolio companies operate

This list should include the identity of the acquired entity, the date of the acquisition, the NAICS code(s) of the acquired entity, and the geographic location(s) of the acquired entity's operations. Deadline for delivery of this information to Calderwood & Harkness: December 16, 2024.

5. Item 5 — Revenues by NAICS/SIC Code.

Item 5 requires reporting of the acquired person's revenues by NAICS code. For MedVance, the primary NAICS codes to be reported are:

• 621111 — Offices of Physicians (except Mental Health Specialists): This is expected to account for the majority of MedVance's revenue, reflecting the company's multi-site physician practice operations.

• 622110 — General Medical and Surgical Hospitals: This code may apply if any MedVance facilities are classified as hospitals or operate inpatient beds, though our understanding is that MedVance's operations are primarily outpatient in nature. This classification should be confirmed.

• 621610 — Home Health Care Services: This code may apply if MedVance provides home health services through any of its subsidiaries or service lines.

• 621999 — All Other Miscellaneous Ambulatory Health Care Services: This code may capture ancillary services, diagnostic/imaging services, or other outpatient services not classified under the primary physician practice code.

Accurate revenue allocation by NAICS code is essential for the filing. We request that Angela Moretti (MedVance CFO) and Eric Vonn of Blackwell Thornton LLP (MedVance's financial advisor) provide a breakdown of MedVance's 2024 revenues by facility type, service line, and applicable NAICS code, disaggregated by state (Tennessee, Alabama, Georgia, and Kentucky) to the extent available. This information should be delivered to Calderwood & Harkness no later than December 16, 2024.

The acquiring person's filing must also report Ardent Capital's revenues by NAICS code across all of its controlled entities. The deal team should provide or confirm the revenue data for all Fund III portfolio companies.

6. Item 6 — NAICS Code Overlaps.

Item 6 requires identification of overlapping NAICS codes between the acquiring person's existing operations (including portfolio companies) and the acquired person. This is the key item for assessing horizontal competitive overlap and is the primary focus of the agencies' initial screening of filings.

Based on our preliminary review, as discussed in detail in Section V.B below, we do not believe that there is meaningful geographic overlap between Ardent Capital's existing portfolio companies and MedVance's operations in Tennessee, Alabama, Georgia, and Kentucky. However, it is critical that the overlap analysis be confirmed with precision, as inaccurate or incomplete disclosure of overlaps can trigger agency scrutiny or delay. We request that Priya Ranganathan and Audrey Sato of Ardent Capital Management III LLC confirm the full list of Fund III portfolio companies operating in healthcare services NAICS codes, along with the geographic locations of their operations, by December 16, 2024.

7. Item 7 — Documents.

Item 7 requires production of two categories of documents:

(a) 4(c) Documents. Under Section 7A(d)(1) of the HSR Act and Item 4(c) of the HSR Form, the filing person must produce all studies, surveys, analyses, and reports that were prepared by or for any officer or director of the filing person (or, in the case of an unincorporated entity, a controlling person) for the purpose of evaluating or analyzing the acquisition with respect to market shares, competition, competitors, markets, potential for sales growth, or expansion into product or geographic markets.

For the acquiring person's filing, this includes all investment committee memoranda, board presentations, due diligence reports, market analyses, and similar materials prepared by or for Ardent Capital's officers, directors, or managing members that reference competitive conditions in MedVance's markets, market share estimates, competitor identification, or growth potential related to the acquisition. We specifically flag the following categories of documents for review:

• Ardent Capital's investment committee memorandum(s) relating to the MedVance acquisition

• Any market study or competitive landscape analysis prepared by or for Ardent Capital in connection with the Transaction

• Presentations from Hargrove Bancroft & Co. (Nathan Osei) or Pemberton Marsh Securities LLC (Allison Drake) that were provided to Ardent Capital's officers or directors and that address competition, market shares, or market dynamics

• The Confidential Information Memorandum (CIM) prepared by Hargrove Bancroft & Co., to the extent it was provided to Ardent Capital's officers or directors

• Management presentations delivered by MedVance to Ardent Capital, to the extent they address competitive conditions

(b) 4(d) Documents. Under Item 4(d) of the HSR Form, the filing person must produce all studies, surveys, analyses, and reports that were prepared by or for any officer or director of the filing person for the purpose of evaluating or analyzing the acquisition with respect to synergies, efficiencies, or competitive effects of the acquisition. This is a broader category than 4(c) in some respects, as it captures materials discussing synergies and efficiencies that may not directly reference market shares or competition but that are nonetheless relevant to the agencies' competitive assessment.

For the acquiring person's filing, this includes any internal Ardent Capital analyses of synergies, cost savings, or revenue enhancements expected to result from the acquisition, as well as any presentations from financial advisors addressing the strategic rationale for the Transaction.

Document Review Protocol. We advise the deal team to conduct a targeted document preservation and collection effort immediately. All potentially responsive 4(c) and 4(d) documents should be collected from the following custodians: Beatrice Holloway, James Prentice, Graham Whitfield, Priya Ranganathan, and Thomas Kearney (Ardent Capital); and Nathan Osei (Hargrove Bancroft & Co.) and Allison Drake (Pemberton Marsh Securities LLC), to the extent their materials were provided to Ardent Capital's officers or directors. Collected documents should be delivered to Megan Chu and Derek Okonkwo at Calderwood & Harkness by December 16, 2024 for privilege review and HSR responsiveness assessment. Nora Castillo and Derek Okonkwo will review all flagged 4(c) and 4(d) documents before submission to ensure accuracy, completeness, and the absence of inadvertent privilege waiver.

It is important to note that 4(c) and 4(d) documents must be produced in their entirety, including any attachments, appendices, or cover emails. The FTC and DOJ have historically taken a broad view of the scope of these production obligations, and incomplete productions have resulted in agency criticism, delays, and, in extreme cases, civil penalties. We will review all responsive documents with care.

E. Information Required from MedVance (Acquired Person's Filing)

MedVance, as the acquired person, is independently required to file its own HSR Form with the FTC and DOJ. This filing is being prepared by MedVance's counsel, Whitaker, Poole & Simms LLP (Rebecca Whitaker and Jonathan Garrett). Calderwood & Harkness will coordinate with WPS to ensure alignment on the following elements:

• Transaction description and valuation methodology

• NAICS code classifications for MedVance's revenue

• Timing and logistics of the concurrent e-filing

MedVance's filing will include its own revenue data by NAICS code, its organizational structure and entity identification information, and its own 4(c) and 4(d) documents. The 4(c)/4(d) document production obligation for the acquired person's filing applies to documents prepared by or for officers or directors of MedVance Health Systems, Inc.—including Dr. Catherine Ryland (Chair of the Board), Daniel Burch (CEO), Angela Moretti (CFO), and any other individuals serving in officer or director capacities. Additionally, to the extent Crestline Growth Equity Fund II LP controls MedVance, documents prepared by or for Crestline's controlling individuals (including Marcus Delgado) may be responsive. We advise the deal team to flag this issue with WPS and Crestline's counsel to ensure that MedVance's document production is complete and includes all responsive materials from Crestline's files.

Calderwood & Harkness will share draft transaction description language with WPS for review and alignment. Nora Castillo will coordinate directly with Rebecca Whitaker by December 16, 2024 to ensure that both filings are consistent and ready for submission on December 18, 2024.

V. Substantive Antitrust Assessment

A. Relevant Markets

A key component of the agencies' review of any HSR filing is the identification and analysis of relevant antitrust markets—both product markets and geographic markets—in which the parties operate or may compete. The following analysis applies the market-definition framework set forth in the U.S. Department of Justice and Federal Trade Commission Merger Guidelines (2023 revision) (the "2023 Merger Guidelines") and draws on the agencies' enforcement history in healthcare services transactions.

1. Product Market Definition. MedVance operates as a multi-site physician practice and outpatient healthcare services provider. Its operations encompass a range of clinical service lines, each of which may constitute a distinct relevant product market for antitrust purposes. The FTC and DOJ have historically defined product markets in healthcare provider mergers on a narrow, service-line-specific basis, recognizing that different types of healthcare services are not reasonably interchangeable from the perspective of the patient or the referring provider. For example, primary care physician services are not substitutable for orthopedic surgery, and urgent care clinic visits are not substitutable for advanced diagnostic imaging.

Based on MedVance's current service offerings, the following are the most likely relevant product markets that the agencies would analyze in connection with the Transaction:

• Physician services (primary care and specialty). This is MedVance's core business. MedVance employs or affiliates with physicians across multiple specialties, including internal medicine, family medicine, cardiology, orthopedics, gastroenterology, and other medical and surgical specialties. The FTC has previously defined relevant product markets by individual physician specialty or by broader groupings such as "primary care physician services" or "specialist physician services."

• Outpatient surgical services. MedVance operates ambulatory surgery centers (ASCs) or outpatient procedure facilities at certain locations. The agencies have recognized outpatient surgical services as a distinct product market, separate from inpatient surgical services provided in hospital settings.

• Urgent care / walk-in clinic services. MedVance operates urgent care clinics providing episodic, non-appointment-based medical care. Urgent care services are typically defined as a separate product market from primary care physician services, reflecting differences in the nature of the service (episodic vs. longitudinal care), the patient population, and the competitive dynamics.

• Diagnostic and imaging services. MedVance provides diagnostic and imaging services, including laboratory, radiology, and advanced imaging (MRI, CT). These services may be defined as a separate product market, particularly where they are offered on a freestanding basis rather than as ancillary to a physician visit.

• Ancillary healthcare services. This category may include physical therapy, occupational therapy, behavioral health services, and other ancillary services offered by MedVance at certain locations.

For purposes of the competitive overlap analysis, the relevant product market definition is significant primarily to the extent that Ardent Capital's existing portfolio companies operate in the same product markets as MedVance. As discussed in Section V.B below, our preliminary analysis indicates that any product market overlaps are de minimis and do not raise competitive concerns.

2. Geographic Market Definition. The FTC and DOJ typically define geographic markets for healthcare provider services on a local basis, reflecting the fact that patients generally select healthcare providers within a reasonable travel distance from their homes or workplaces. The agencies have used metropolitan statistical areas (MSAs), commuting zones, or other locally defined areas as the basis for geographic market definition in healthcare provider cases. The specific geographic market boundaries may vary depending on the type of service at issue: patients may be willing to travel farther for specialized surgical services than for routine primary care visits.

MedVance's clinical operations are concentrated in the following geographic areas:

• Nashville, Tennessee MSA — This is MedVance's primary market and the location of its corporate headquarters and its largest concentration of clinical sites. The Nashville MSA encompasses Davidson, Williamson, Rutherford, Sumner, Wilson, and several surrounding counties.

• Birmingham, Alabama MSA — MedVance operates multiple physician practice locations and urgent care clinics in the Birmingham metropolitan area, encompassing Jefferson, Shelby, and surrounding counties.

• Atlanta, Georgia MSA — MedVance has established a presence in suburban and exurban areas of the Atlanta metropolitan area, with clinic locations in counties such as Cobb, Gwinnett, and Cherokee. MedVance's Atlanta operations are newer and smaller in scale relative to its Nashville and Birmingham markets.

• Louisville and Lexington, Kentucky MSAs — MedVance operates physician practice locations in both the Louisville MSA (Jefferson and surrounding counties) and the Lexington MSA (Fayette and surrounding counties).

It is important to note that geographic markets for outpatient physician services tend to be narrower than geographic markets for hospital services. Patients visiting a primary care physician or an urgent care clinic are generally unwilling to travel more than fifteen to thirty minutes, whereas patients seeking specialized hospital services may travel significantly farther. This narrower geographic scope means that competitive effects, if any, are localized and must be assessed on a market-by-market basis.

B. Competitive Overlap Analysis

The central question in assessing the substantive antitrust risk of the Transaction is whether Ardent Capital's existing portfolio companies operate healthcare services in the same geographic and product markets as MedVance. If there is no meaningful competitive overlap, the Transaction is essentially a financial-sponsor acquisition of a stand-alone company, which historically presents minimal antitrust risk.

We have conducted a preliminary review of Ardent Capital's existing Fund III portfolio and have coordinated with Priya Ranganathan and Thomas Kearney of Ardent Capital Management III LLC to identify the current roster of Fund III portfolio companies. Based on information received to date, Ardent Capital's existing healthcare services investments through Fund III are concentrated in the mid-Atlantic and Pacific Northwest regions of the United States. Specifically, Fund III's healthcare services portfolio includes investments in physician practice management platforms operating in Maryland, Virginia, and the District of Columbia, and a behavioral health services platform operating in Oregon and Washington.

No direct geographic overlap between Ardent Capital's existing portfolio companies and MedVance's service areas in Tennessee, Alabama, Georgia, and Kentucky has been identified. MedVance does not operate in any of the states or MSAs where Ardent Capital's existing healthcare portfolio companies are active, and Ardent Capital's existing portfolio companies do not operate in any of MedVance's markets.

This finding is subject to confirmation from the Ardent Capital deal team, and we have requested a comprehensive and definitive list of all Fund III portfolio company operations by geographic location and NAICS code by December 16, 2024. However, based on our current understanding, the competitive overlap analysis is highly favorable.

Even in the absence of direct horizontal overlap, we have considered whether the agencies might pursue alternative theories of competitive harm:

(i) Vertical foreclosure concerns. Vertical theories of harm typically arise where the merging parties operate at different levels of the supply chain and the combination could enable the merged entity to foreclose competitors from access to inputs or distribution channels. In the context of outpatient physician services, vertical relationships (e.g., between a physician practice and a health plan, or between a physician practice and a hospital) are not typically the subject of agency enforcement action in the merger context, and the Transaction does not present any obvious vertical concerns. Ardent Capital's existing portfolio does not include health plans, hospital systems, or other entities that could serve as a vertical complement to MedVance's operations in a competitively significant way.

(ii) Cross-market effects. The 2023 Merger Guidelines discuss the potential for cross-market effects in certain healthcare contexts, particularly where a common owner of healthcare providers in multiple geographic markets could exercise bargaining leverage against payors that operate across those markets. This theory has primarily been discussed in the context of hospital mergers and has not been applied by the agencies to outpatient physician practice acquisitions. Moreover, the theory requires that the merging parties' operations be in adjacent or overlapping payor networks, which is not the case here given the geographic separation between Ardent Capital's existing portfolio and MedVance's markets. We do not believe that a cross-market effects theory is viable in this Transaction.

C. Market Concentration

Even setting aside the absence of horizontal overlap, the markets in which MedVance operates are highly fragmented, with numerous competing providers. Regional outpatient healthcare services markets—particularly markets for physician services, urgent care, and diagnostic imaging—are characterized by a large number of independent physician practices, multi-specialty group practices, hospital-affiliated physician networks, academic medical center outpatient clinics, federally qualified health centers (FQHCs), retail health clinics, and telehealth providers. No single provider holds a dominant market share in any of MedVance's MSAs.

MedVance, while a significant regional player with $387 million in 2024 revenue, represents a modest share of the total outpatient healthcare services revenue in each of its markets. For illustrative purposes:

• In the Nashville MSA, MedVance competes with major health systems (including Vanderbilt University Medical Center's physician network, Pinnacle Industries's affiliated practices, and Ascension Saint Thomas's employed physician group), as well as numerous independent physician practices, Community Health Systems affiliates, and federally qualified health centers.

• In the Birmingham MSA, MedVance competes with UAB Health System's physician network, Brookwood Baptist Health, and a large number of independent practices and urgent care operators.

• In the Atlanta MSA, MedVance's smaller footprint competes with Emory Healthcare, Crestline Partners LLC, Halcyon & Co., and hundreds of independent and affiliated physician practices across the metropolitan area.

• In the Louisville and Lexington MSAs, MedVance competes with Claveth Healthcare, Baptist Health, the University of Kentucky Healthcare network, and numerous independent practices.

An HHI (Herfindahl-Hirschman Index) analysis of post-transaction market concentration in each relevant geographic market would be expected to show HHI levels well below 2,500 (the threshold for "highly concentrated" markets under the 2023 Merger Guidelines) with a change in HHI (delta) well below 200 (the threshold above which the agencies presume that a merger in a highly concentrated market is likely to enhance market power). This is because the Transaction does not combine two competing providers in the same geographic market; rather, it substitutes one financial owner (Crestline Growth Equity Fund II LP) for another (Ardent Capital Partners III LP), with no change in the competitive structure of any local market.

D. Barriers to Entry and Other Competitive Conditions

Barriers to entry in outpatient physician services are relatively low compared to hospital and inpatient healthcare markets. The establishment of a new physician practice, urgent care clinic, or outpatient diagnostic facility does not require the massive capital investment associated with hospital construction, and new entrants regularly form and enter local markets across the United States. Key factors supporting low barriers to entry include:

• Capital requirements. The capital required to establish a physician practice or outpatient clinic is modest relative to hospital infrastructure. Leasehold improvements, medical equipment, and initial staffing costs are manageable for well-capitalized entrants, and third-party financing is readily available.

• Payor contracting. Access to commercial payor networks is generally available to credentialed physicians and physician groups. While payor contracting can be time-consuming, it does not represent an insurmountable barrier to entry, and new practices regularly obtain contracts with major commercial payors, Medicare, and Medicaid.

• Certificate-of-need (CON) requirements. Tennessee and certain other states maintain certificate-of-need programs that require state approval for certain healthcare facility expansions. However, CON requirements in Tennessee and the other states where MedVance operates generally do not apply to physician practices or outpatient clinics (as opposed to hospitals, nursing homes, and certain specialized facilities). This significantly reduces the regulatory barriers to entry for new competitors in MedVance's markets.

• Physician labor market. Physician recruitment is competitive in all of MedVance's markets, but the supply of physicians (particularly in primary care) is sufficient to support new practice formation and group expansion. The presence of major academic medical centers in Nashville, Birmingham, Atlanta, Louisville, and Lexington provides a pipeline of newly trained physicians entering these markets.

The competitive dynamics of MedVance's markets are further illustrated by MedVance's payor relationships. MedVance contracts with multiple commercial health plans, including BlueLine Health Plan of Tennessee and SouthPoint Insurance Co., as well as Medicare and Medicaid programs. These payor relationships are non-exclusive, and the same payors contract with numerous other physician practices and provider organizations in each of MedVance's MSAs. This competitive payor landscape is inconsistent with any suggestion that MedVance holds market power or that the Transaction would enhance market power in any relevant market.

E. Assessment of Risk of Second Request

Based on the foregoing analysis, we conclude that the risk of a Second Request (a formal request for additional information and documentary material under 15 U.S.C. § 18a(e)) is low. Our assessment is based on the following factors:

1. No horizontal overlap. There is no geographic or product market overlap between Ardent Capital's existing portfolio companies and MedVance's operations. The Transaction does not combine two competing healthcare providers and does not change the competitive structure of any local market.

2. Fragmented competitive landscape. Each of MedVance's geographic markets is characterized by a large number of competing physician practices, health systems, and other outpatient healthcare providers. Post-transaction market concentration levels are expected to be well below the thresholds that would trigger a presumption of competitive harm under the 2023 Merger Guidelines.

3. Financial sponsor acquisition. The Transaction is a private equity buyout—a substitution of one financial sponsor (Crestline) for another (Ardent Capital)—rather than a strategic combination of horizontal competitors. The agencies have historically devoted less enforcement attention to financial sponsor acquisitions in the absence of horizontal overlap, although we note that the current FTC leadership has expressed interest in the competitive effects of private equity roll-up strategies in healthcare. We address this consideration in the following paragraph.

4. No monopsony or buyer-power concerns. The Transaction does not present labor-market concentration concerns of the type that have attracted recent FTC attention in healthcare. Ardent Capital does not currently operate healthcare services in MedVance's geographic markets, and the Transaction does not combine two employers of physicians or other healthcare workers in the same labor market.

5. Transaction size. While the $620 million transaction value is substantial, it is below the multi-billion-dollar thresholds that typically draw the most intensive agency scrutiny. Healthcare transactions remain a priority sector for the agencies, but the specific competitive characteristics of this Transaction—principally the absence of horizontal overlap—distinguish it from the healthcare mergers that have been the primary targets of recent enforcement actions (e.g., hospital system mergers and dominant physician practice roll-ups in concentrated markets).

We note that the current FTC leadership, under Chair Lina Khan and her successors, has expressed a heightened interest in private equity acquisitions in the healthcare sector, including physician practice management roll-up strategies. The concern is that serial acquisitions by a single financial sponsor can, over time, create market concentration that no single transaction would produce in isolation. However, this concern is primarily directed at sponsors that have accumulated significant market share through multiple acquisitions in the same geographic and product markets. Ardent Capital's entry into the Southeast healthcare services market through the MedVance acquisition does not present this pattern, as Ardent Capital does not currently operate competing healthcare services in MedVance's markets. We will, however, monitor the agencies' evolving approach to PE-backed healthcare acquisitions and advise the deal team of any developments that could affect the risk assessment.

Recommendation. We advise the deal team to proceed with the filing with confidence. The substantive antitrust risk is low, and we do not anticipate that the agencies will issue a Second Request. However, we include the standard caveat that the FTC and DOJ retain full discretion to investigate any reported transaction, and that healthcare transactions are subject to enhanced scrutiny in the current enforcement environment. We will actively monitor the waiting period and will be prepared to respond promptly to any agency inquiries or requests for information.

VI. State Antitrust and Healthcare Regulatory Considerations

A. State Antitrust Filings

We have reviewed the antitrust and merger notification filing requirements o

MEMORANDUM
CALDERWOOD & HARKNESS LLP 1221 Avenue of the Americas, 40th Floor New York, NY 10020
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT This memorandum is protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of the addressees identified below in connection with Calderwood & Harkness LLP Matter No. 0478231.0001. Any unauthorized review, use, disclosure, or distribution is strictly prohibited.
I. Executive Summary
The purpose of this memorandum is to analyze whether the proposed acquisition of 100% of the outstanding equity of MedVance Health Systems, Inc. (the "Target," the "Company," or "MedVance") by Ardent Healthcare Holdings Inc. (the "Purchaser" or "AHH"), a newly formed acquisition vehicle of Ardent Capital Partners III LP ("Ardent CP" or "Fund III"), at a fixed purchase price of $620,000,000 (the "Transaction"), is reportable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 15 U.S.C. § 18a (the "HSR Act"), and the implementing regulations promulgated jointly by the Federal Trade Commission ("FTC") and the Antitrust Division of the U.S. Department of Justice ("DOJ"), codified at 16 C.F.R. Parts 801 through 803. This memorandum also provides a preliminary substantive antitrust assessment of the Transaction, addresses filing mechanics and timing, identifies applicable state-level regulatory considerations, and sets forth action items and recommendations for the deal team in advance of the targeted filing date.
Conclusion. Based on our analysis, the Transaction is reportable under the HSR Act. Both the size-of-transaction threshold and the size-of-person thresholds are satisfied, no statutory or regulatory exemption applies, and the parties are required to file a Notification and Report Form (the "HSR Form") with the FTC and DOJ and observe the applicable statutory waiting period before consummating the Transaction. We recommend that the HSR Forms for both the acquiring person and the acquired person be filed as soon as practicable, with a target filing date of December 18, 2024, and that the filing include a request for early termination of the statutory thirty-day waiting period.
The parties' letter of intent and exclusivity agreement was executed on September 15, 2024. The Stock Purchase Agreement (the "SPA") is targeted for execution on February 10, 2025, with a projected closing date of April 15, 2025. By filing in advance of signing, the parties can commence the HSR waiting period clock at the earliest opportunity, preserving flexibility in the deal timeline. Filing on the basis of a letter of intent or agreement in principle is expressly permitted under 16 C.F.R. § 802.2, and the September 15, 2024 LOI between the parties provides a sufficient basis for the filing.
With respect to filing fee obligations, the Transaction falls within the filing fee tier applicable to transactions valued at more than $500 million but less than $1 billion. The applicable filing fee is $250,000, payable by the acquiring person.
From a substantive antitrust perspective, we have conducted a preliminary competitive assessment and conclude that the Transaction is unlikely to raise competitive concerns warranting a Second Request (a formal request for additional information and documentary material under 15 U.S.C. § 18a(e)). This assessment is grounded in the fragmented nature of regional healthcare services markets, the structure of the Transaction as a financial sponsor acquisition (as opposed to a strategic combination of horizontal competitors), and, critically, the absence of meaningful geographic overlap between Ardent Capital's existing portfolio companies and MedVance's service areas in Tennessee, Alabama, Georgia, and Kentucky. While healthcare transactions remain a stated enforcement priority of the current FTC and DOJ leadership, the specific competitive characteristics of this Transaction do not present the indicia that have historically prompted the agencies to issue Second Requests in healthcare services deals.
A request for early termination of the waiting period is appropriate given this competitive landscape. We note that the FTC suspended routine grants of early termination in February 2021 but has since resumed granting early termination on a case-by-case basis. We will monitor the status of early termination practice at the time of filing and advise accordingly.
II. Transaction Overview
A. Parties. Acquiring Person.
The acquiring person for purposes of the HSR Act is Ardent Capital Partners III LP, a Delaware limited partnership (EIN 87-3541982), with its principal offices at 599 Lexington Avenue, 34th Floor, New York, NY 10022. Ardent Capital Partners III LP is managed by its general partner, Ardent Capital Management III LLC, a Delaware limited liability company. Ardent Capital Partners III LP and its controlled entities are referred to herein collectively as "Ardent Capital" or "Ardent CP." Fund III was formed in 2021 and holds a diversified portfolio of investments in healthcare services, business services, and technology-enabled infrastructure companies, with aggregate assets under management in excess of $2 billion.
The direct acquisition vehicle for the Transaction is Ardent Healthcare Holdings Inc. ("AHH"), a newly formed Delaware corporation (EIN 93-2047861). AHH was formed on January 8, 2025, for the sole purpose of effectuating the acquisition of MedVance. For purposes of the HSR filing, which will be submitted on December 18, 2024 (i.e., prior to the formal incorporation of AHH), the filing will reference the anticipated formation of the acquisition vehicle and the HSR Form will identify Ardent Capital Partners III LP as the ultimate parent entity of the acquiring person. Upon its formation, AHH will be a wholly owned subsidiary of Ardent Capital Partners III LP, controlled through the fund's general partner, Ardent Capital Management III LLC.
The senior professionals of Ardent Capital Management III LLC principally involved in this Transaction include Beatrice Holloway (Senior Managing Director), James Prentice (General Counsel), Graham Whitfield (Managing Director), Priya Ranganathan (Principal), and Thomas Kearney (Vice President, Finance & Operations).
Acquired Person.
The acquired person is MedVance Health Systems, Inc., a Delaware corporation (EIN 62-7083149; Delaware File No. 4938217), with its principal place of business at 4200 West End Avenue, Suite 1100, Nashville, Tennessee 37205. MedVance was founded in 2009 by Dr. Catherine Ryland, a board-certified internist, and has grown through organic expansion and selective acquisitions to become a multi-site physician practice and outpatient healthcare services provider operating across four states: Tennessee, Alabama, Georgia, and Kentucky. MedVance currently operates approximately sixty-seven clinical locations across these states, providing primary care, specialty physician services, outpatient surgical services, urgent care, diagnostic and imaging services, and ancillary healthcare services.
The current equity holders of MedVance are as follows:
Crestline Growth Equity Fund II LP ("Crestline") is a growth equity fund managed by Crestline Capital Partners LLC. Crestline made its initial investment in MedVance in 2016 and holds a controlling majority interest. Ryland Family Holdings LLC is an entity controlled by Dr. Catherine Ryland, who serves as Chair of MedVance's Board of Directors. The management holders consist of Daniel Burch (Chief Executive Officer), Angela Moretti (Chief Financial Officer), Dr. Steven Whitmore (Chief Medical Officer), and approximately fourteen other members of senior management and physician leaders who hold equity through direct stock ownership or vested option exercises.
MedVance's legal counsel is Whitaker, Poole & Simms LLP ("WPS"), with Rebecca Whitaker and Jonathan Garrett serving as the primary transaction attorneys. MedVance's independent auditor is Prumvane & Reese LLP. Crestline Growth Equity Fund II LP is separately represented by its own counsel, Marcus Delgado of Crestline Capital Partners LLC's in-house legal team.
B. Transaction Structure
The Transaction is structured as a stock acquisition. Pursuant to the terms of the SPA (to be executed on or about February 10, 2025), the Purchaser (Ardent Healthcare Holdings Inc.) will acquire 100% of the outstanding capital stock of MedVance Health Systems, Inc. from MedVance's existing equity holders—Crestline Growth Equity Fund II LP, Ryland Family Holdings LLC, and the management holders—in exchange for aggregate cash consideration of $620,000,000 (the "Purchase Price"). The Purchase Price is fixed and is not subject to earn-out, contingent consideration, or post-closing adjustment mechanisms beyond customary working capital true-up provisions.
The Transaction will be financed through the following sources:
The excess of total sources over the Purchase Price is intended to cover transaction costs, working capital requirements, and closing adjustments. The revolving credit facility of $50,000,000 is expected to remain undrawn at closing and will be available for post-closing operational purposes.
MedVance's existing indebtedness of approximately $41,300,000 (consisting of a term loan and revolving facility with Granton Savings Bank, N.A.) will be retired at closing from seller proceeds, and all existing liens on MedVance's assets in favor of Granton Savings Bank will be released simultaneously with closing.
Approximately $18,600,000 of the aggregate consideration otherwise payable to management holders will be reinvested in the form of rollover equity in the Purchaser or a holding company entity to be formed above the Purchaser. The management rollover is intended to align incentives between the continuing management team and Ardent Capital in the post-closing period. For HSR purposes, the rollover equity does not affect the reportability analysis, as the Purchaser is acquiring 100% of MedVance's outstanding equity irrespective of the subsequent reinvestment by certain sellers.
The Transaction is being advised on the sell-side by Hargrove Bancroft & Co. (Nathan Osei, Managing Director) and on the buy-side by Pemberton Marsh Securities LLC (Allison Drake, Managing Director). Debt financing is being arranged by Ridgeline National Bank, N.A.
C. Timeline Considerations
The key milestones for the Transaction are as follows:
The parties have elected to file the HSR Forms prior to the execution of the SPA in order to commence the statutory thirty-day waiting period as early as possible. This pre-signing filing strategy is expressly permitted under the HSR Act and implementing regulations. Specifically, 16 C.F.R. § 802.2 provides that the notification obligation may be satisfied on the basis of "a letter of intent or agreement in principle" where the parties have not yet executed a definitive agreement, provided that the filing identifies the transaction with reasonable specificity. The September 15, 2024 LOI between Ardent Capital and Crestline Growth Equity Fund II LP (on behalf of MedVance's shareholders) satisfies this requirement, as it describes the material terms of the Transaction including the identity of the parties, the acquisition structure, and the approximate purchase price.
By filing on December 18, 2024, and assuming the thirty-day waiting period runs without interruption, the waiting period would expire on or about January 17, 2025—well in advance of the February 10, 2025 target signing date. If early termination is requested and granted, the antitrust condition would be cleared even sooner. This approach ensures that the HSR waiting period does not become a gating item on the critical path to closing.
III. HSR Act Jurisdictional Analysis
A. Applicability — Section 7A(a) Requirements
Section 7A(a) of the Clayton Act, 15 U.S.C. § 18a(a), requires that the parties to certain acquisitions file premerger notifications with the FTC and DOJ and observe a waiting period before consummating the acquisition, provided that the following three statutory prerequisites are met:
(1) Nature of the acquisition. The transaction must involve the acquisition of voting securities, assets, or a non-corporate interest (including an interest in a partnership, limited liability company, or other unincorporated entity). 15 U.S.C. § 18a(a)(1).
(2) Size-of-transaction threshold. As a result of the acquisition, the acquiring person must hold an aggregate total amount of voting securities and assets of the acquired person valued in excess of the applicable dollar threshold, as adjusted annually. 15 U.S.C. § 18a(a)(2).
(3) Size-of-person threshold. Unless the size-of-transaction threshold exceeds the higher statutory dollar threshold (currently $478.0 million for calendar year 2024), at least one of the parties (or its ultimate parent entity) must have total assets or annual net sales of at least $222.7 million, and the other party (or its ultimate parent entity) must have total assets or annual net sales of at least $22.3 million. 15 U.S.C. § 18a(a)(3).
All three prerequisites are satisfied with respect to the Transaction, as analyzed in detail below.
Nature of the Acquisition. The Transaction involves the acquisition of 100% of the outstanding voting securities (common stock) of MedVance Health Systems, Inc., a Delaware corporation. This clearly constitutes an acquisition of "voting securities" within the meaning of the HSR Act. See 15 U.S.C. § 18a(a)(1); 16 C.F.R. § 801.1(f) (defining "voting securities" to include securities that confer the right to vote for directors of a corporation). The first prerequisite is satisfied.
B. Size-of-Transaction Test
The applicable size-of-transaction threshold for filings made in calendar year 2024 is $111.4 million, as adjusted effective February 27, 2024. See 89 Fed. Reg. 13,868 (Feb. 23, 2024) (FTC notice of revised thresholds for 2024). The FTC adjusts the HSR thresholds annually based on changes in the gross national product, pursuant to 15 U.S.C. § 18a(a)(2)(B)(i).
The aggregate total amount of voting securities of MedVance to be acquired by the Purchaser, valued at the Purchase Price of $620,000,000, clearly and substantially exceeds the $111.4 million size-of-transaction threshold. The second prerequisite is therefore satisfied.
We note that the transaction value of $620,000,000 also exceeds the higher size-of-transaction threshold of $478.0 million (the threshold above which the size-of-person test is not required). See 15 U.S.C. § 18a(a)(2)(B)(ii)(III); 89 Fed. Reg. 13,868. As discussed in Section III.C below, when the size-of-transaction threshold exceeds $478.0 million, the filing obligation applies regardless of whether the size-of-person thresholds are independently satisfied. We nevertheless analyze the size-of-person test below for completeness, and to address any questions that may arise in the preparation of the HSR Form or in discussions with the agencies.
C. Size-of-Person Test
The applicable size-of-person thresholds for 2024 filings are as follows:
(a) At least one party to the transaction (or its ultimate parent entity) must have total assets or annual net sales of at least $222.7 million; and
(b) The other party (or its ultimate parent entity) must have total assets or annual net sales of at least $22.3 million.
See 15 U.S.C. § 18a(a)(3)(A)–(B); 89 Fed. Reg. 13,868. As noted above, because the Transaction value exceeds $478.0 million, the size-of-person test does not technically need to be satisfied for the filing obligation to apply. However, both thresholds are independently satisfied here, confirming the Transaction's reportability under all potentially applicable tests.
Acquiring Person — Ardent Capital Partners III LP and Its Controlled Entities.
The determination of whether the acquiring person satisfies the applicable size-of-person threshold requires identification of the "ultimate parent entity" ("UPE") of the acquiring person and aggregation of the total assets of all entities controlled by the UPE. See 16 C.F.R. § 801.1(a)(1) (defining "person" to include all entities that the UPE controls); 16 C.F.R. § 801.1(a)(3) (defining "ultimate parent entity").
Under 16 C.F.R. § 801.1(a)(3), the UPE is the entity that is not controlled by any other entity. In the context of private equity fund structures, the identification of the UPE requires careful analysis. Ardent Capital Management III LLC serves as the general partner of Ardent Capital Partners III LP and exercises management authority over the fund's investments, including the authority to make and dispose of portfolio investments. However, under longstanding FTC guidance, as reinforced by the 2023 amendments to the HSR rules and the FTC's informal interpretations, the fund entity (i.e., the limited partnership) is typically treated as the UPE when the general partner manages the fund's investments on behalf of the limited partners and the general partner does not itself hold a controlling equity interest in the fund outside of its management role. The rationale is that the fund is the entity whose assets are being deployed in the acquisition, and the fund (through its general partner) is the entity that controls the acquisition vehicle.
Applying this framework, Ardent Capital Partners III LP is the UPE of the acquiring person. The fund controls Ardent Healthcare Holdings Inc. (the direct acquisition vehicle) through the management authority of Ardent Capital Management III LLC (the general partner). The fund is not itself controlled by any other entity—the limited partners of Fund III do not individually or collectively control the fund's investment decisions, and the general partner, while managing the fund, is treated as an agent of the fund rather than as the controlling entity above it for HSR purposes.
The aggregate total assets of Ardent Capital Partners III LP, inclusive of all portfolio company holdings across Fund III, are well in excess of $222.7 million. Based on information provided by the deal team, Fund III's total committed capital is approximately $2.8 billion, and the fund's aggregate total assets (including the fair market value of current portfolio investments, cash, and cash equivalents) exceed $2.0 billion. The precise figure will be confirmed from the most recent fund financial statements prepared by the fund's administrator; however, there is no question that the $222.7 million threshold is exceeded by a substantial margin.
Acquired Person — MedVance Health Systems, Inc.
MedVance's UPE for purposes of the HSR Act analysis is MedVance Health Systems, Inc. itself. Although Crestline Growth Equity Fund II LP holds a 68.2% equity interest in MedVance and may be deemed to "control" MedVance for certain purposes, the UPE determination under the HSR Act looks to the entity at the top of the corporate chain being acquired. In a stock acquisition, the acquired person is the issuer whose voting securities are being acquired. See 16 C.F.R. § 801.1(a)(1). For purposes of the acquired person's filing, MedVance Health Systems, Inc. is the acquired entity, and Crestline Growth Equity Fund II LP may be identified as the UPE of the acquired person depending on the control analysis. However, the size-of-person analysis may be conducted with reference to MedVance's own financials, which are sufficient to satisfy the threshold.
MedVance's unaudited 2024 revenue is approximately $387,000,000. MedVance's 2024 adjusted EBITDA is approximately $78,400,000. MedVance's total assets will be confirmed from the most recent annual financial statements audited by Prumvane & Reese LLP; however, based on the revenue and EBITDA figures, and the known scale of MedVance's clinical operations (sixty-seven locations across four states), MedVance's total assets and annual net sales clearly exceed the $22.3 million threshold. The threshold is satisfied.
Conclusion on Size-of-Person Test. Both size-of-person thresholds are met. The acquiring person's UPE (Ardent Capital Partners III LP) has total assets exceeding $222.7 million (indeed, exceeding $2.0 billion), and the acquired person (MedVance Health Systems, Inc.) has annual net sales exceeding $22.3 million (indeed, exceeding $387 million). Moreover, as noted above, the Transaction independently qualifies for reporting under the higher size-of-transaction threshold of $478.0 million, which eliminates the need to satisfy the size-of-person test altogether.
D. Exemption Analysis
The HSR Act and its implementing regulations provide a number of exemptions from the filing and waiting period requirements. We have reviewed each potentially applicable exemption and conclude that none applies to the Transaction.
Section 802.1 — Acquisitions of Goods or Realty Transferred in the Ordinary Course of Business. This exemption applies to acquisitions of goods or realty in the ordinary course of business and is inapplicable to acquisitions of voting securities. The Transaction is structured as a stock acquisition. This exemption does not apply.
Section 802.4 — Acquisitions of Voting Securities of Foreign Issuers. This exemption applies to certain acquisitions of voting securities of entities organized under the laws of foreign jurisdictions. MedVance Health Systems, Inc. is a domestic Delaware corporation, and Ardent Healthcare Holdings Inc. is likewise a Delaware corporation. This exemption does not apply.
Section 802.30 — Intraperson Transactions. This exemption applies to acquisitions within a single "person" as defined under the HSR Act, i.e., transactions between entities under common control. There is no pre-existing affiliation or common ownership between Ardent Capital Partners III LP (or any of its controlled entities) and MedVance Health Systems, Inc. (or Crestline Growth Equity Fund II LP). This exemption does not apply.
Section 802.9 — Acquisitions Solely for the Purpose of Investment. This exemption applies to acquisitions of voting securities that, as held or upon consummation, constitute 10% or less of the outstanding voting securities of the issuer, where the acquisition is made "solely for the purpose of investment" and the acquiring person has no intention of participating in the formulation, determination, or direction of the basic business decisions of the issuer. The Purchaser is acquiring 100% of MedVance's outstanding equity, and the acquisition is being made for purposes of control, not passive investment. This exemption is plainly inapplicable.
Section 802.51 — Acquisitions of Foreign Assets. This exemption applies to acquisitions of assets located outside the United States. MedVance's assets are located entirely within the United States (in Tennessee, Alabama, Georgia, and Kentucky). This exemption does not apply.
Other Exemptions. We have also reviewed the exemptions under 15 U.S.C. § 18a(c) (statutory exemptions) and have not identified any that would apply to the Transaction. The Transaction does not involve the formation of a joint venture (§ 18a(c)(10)), the acquisition of convertible securities (subject to separate rules), or any of the other specialized transaction types addressed in the exemption provisions.
Conclusion. No exemption applies. The Transaction is reportable under the HSR Act, and the parties are required to file HSR Forms and observe the statutory waiting period prior to closing.
IV. Filing Mechanics and Procedures
A. Filing Parties and Forms
Two separate HSR Forms must be submitted in connection with the Transaction—one by the acquiring person and one by the acquired person:
(i) Acquiring Person's Filing. Ardent Capital Partners III LP, as the UPE of the acquiring person, will file the acquiring person's Notification and Report Form. The filing will be prepared by Calderwood & Harkness LLP (Nora Castillo and Derek Okonkwo, with assistance from Megan Chu). The filing will identify Ardent Healthcare Holdings Inc. as the entity directly making the acquisition and Ardent Capital Partners III LP as the UPE.
(ii) Acquired Person's Filing. MedVance Health Systems, Inc. will file the acquired person's Notification and Report Form. This filing will be prepared by Whitaker, Poole & Simms LLP (Rebecca Whitaker and Jonathan Garrett), counsel to MedVance. Calderwood & Harkness will coordinate with WPS to ensure consistency between the two filings with respect to the transaction description, valuation methodology, and NAICS code classifications.
Each filing must be submitted to both the FTC's Premerger Notification Office and the DOJ Antitrust Division. Both filings are to be submitted electronically via the FTC's e-filing system (accessible at https://hsr.ftc.gov). Physical delivery of paper copies is no longer required.
B. Filing Fee
The HSR Act requires payment of a filing fee, the amount of which is determined by the aggregate value of the transaction. The fee schedule, as adjusted for 2024, establishes the following relevant tiers:
The Purchase Price of $620,000,000 places the Transaction in the tier for transactions valued at more than $500 million but less than $1 billion. The applicable filing fee is $250,000.
Under the HSR Act, the filing fee is payable by the acquiring person. 15 U.S.C. § 18a(b)(1)(B). The fee must be paid at the time the acquiring person's HSR Form is submitted. Payment is made electronically through the pay.gov system, and the fee payment must be confirmed before the FTC will accept the filing. Thomas Kearney of Ardent Capital Management III LLC should arrange for payment of the $250,000 filing fee no later than December 17, 2024, to ensure that the fee is cleared in time for the December 18, 2024 filing date. The filing fee will be treated as a transaction expense of the Purchaser and is expected to be allocated accordingly under the SPA's transaction cost provisions.
C. Filing Timeline and Waiting Period
Target Filing Date. The HSR Forms for both the acquiring person and the acquired person are targeted for submission on December 18, 2024. We anticipate that the FTC's Premerger Notification Office will assign a filing reference number upon acceptance of the filings. For internal tracking purposes, we have designated the anticipated reference number as HSR-2024-7231, subject to confirmation from the FTC.
Statutory Waiting Period. Upon acceptance of both filings by the FTC, a statutory waiting period of thirty (30) calendar days commences. 15 U.S.C. § 18a(b)(1)(A). The parties are prohibited from consummating the Transaction during the waiting period. Assuming a filing date of December 18, 2024, the waiting period would expire on approximately January 17, 2025, subject to the FTC's date-computation conventions (which generally exclude the day of filing and count the expiration date as the first business day following the thirtieth calendar day if the thirtieth day falls on a weekend or federal holiday).
The waiting period may be extended if the FTC or DOJ issues a Second Request (a formal request for additional information and documentary material under 15 U.S.C. § 18a(e)), in which case the waiting period does not expire until thirty days after both parties have substantially complied with the Second Request. As discussed in Section V.E below, we assess the risk of a Second Request as low.
Early Termination. The parties intend to request early termination of the thirty-day waiting period at the time of filing. Under 15 U.S.C. § 18a(b)(2), both the FTC and the DOJ have discretion to terminate the waiting period before its scheduled expiration if neither agency intends to take further action with respect to the transaction. When early termination is granted, the FTC publishes a notice on the Federal Register, and the parties are free to close at any time thereafter.
We note that the FTC suspended its routine practice of granting early termination in February 2021, citing resource constraints and a desire to ensure adequate review time for all transactions. This suspension drew significant criticism from the antitrust bar and the business community. Since then, the FTC has resumed granting early termination in certain cases, although the frequency and predictability of such grants remain lower than in the pre-2021 period. As of the date of this memorandum, early termination requests continue to be entertained on a case-by-case basis, and we believe that the competitive characteristics of this Transaction (particularly the absence of horizontal overlap, discussed in Section V below) support a favorable disposition. We will assess the current status of the FTC's early termination practice at the time of filing and will advise the deal team accordingly.
[Update: As noted in Section VIII below, early termination was granted on January 22, 2025.]
D. Items to Be Reported on the HSR Form
The acquiring person's HSR Form requires disclosure of the following principal categories of information. We summarize each below, along with specific action items for the deal team:
1. Item 1 — Transaction Description and Identification of Acquiring and Acquired Persons.
Item 1 requires a description of the transaction and identification of both the acquiring and acquired persons, including the names, addresses, and UPE identification for both parties. The filing will identify Ardent Capital Partners III LP as the UPE of the acquiring person and Ardent Healthcare Holdings Inc. as the entity directly making the acquisition. MedVance Health Systems, Inc. will be identified as the acquired entity. The transaction description will characterize the Transaction as an acquisition of 100% of the outstanding voting securities (common stock) of MedVance for aggregate consideration of $620,000,000, financed through a combination of equity contributions from Fund III and senior secured debt financing.
Calderwood & Harkness will prepare draft transaction description language and share it with WPS (Rebecca Whitaker) to ensure consistency between the acquiring person's and acquired person's filings.
2. Item 2 — Acquiring Person Identification.
Item 2 requires information regarding the acquiring person's legal form, state of organization, employer identification number (EIN), and identification of officers and directors of entities within the acquiring person. The filing will disclose:
• Ardent Capital Partners III LP: Delaware limited partnership; EIN 87-3541982
• Ardent Capital Management III LLC: Delaware LLC (general partner of Fund III)
• Ardent Healthcare Holdings Inc.: Delaware corporation; EIN 93-2047861 (to be formed January 8, 2025)
• Officers and directors of each entity within the acquiring person's organizational structure, including Beatrice Holloway, James Prentice, Graham Whitfield, and such other individuals as serve in officer or director capacities
3. Item 3 — Acquired Entity Identification.
Item 3 requires identification information for the acquired entity, including its legal name, state of incorporation, EIN, and state file number. MedVance Health Systems, Inc.: Delaware corporation; EIN 62-7083149; Delaware File No. 4938217; principal place of business at 4200 West End Avenue, Suite 1100, Nashville, TN 37205.
4. Item 4 — Prior Acquisitions.
Item 4 requires disclosure of acquisitions by the acquiring person within the same NAICS codes as the acquired person during the preceding five years. This requires compilation of all acquisitions by Ardent Capital Partners III LP (and its controlled entities, including all Fund III portfolio companies) in the healthcare services NAICS codes applicable to MedVance's operations. We request that the deal team—specifically, Graham Whitfield, Priya Ranganathan, and Audrey Sato of Ardent Capital Management III LLC—compile a comprehensive list of all acquisitions (including bolt-on and tuck-in acquisitions by Fund III portfolio companies) in the following NAICS codes during the period from December 18, 2019 through the present:
• 621111 (Offices of Physicians, except Mental Health Specialists)
• 622110 (General Medical and Surgical Hospitals)
• 621610 (Home Health Care Services)
• 621999 (All Other Miscellaneous Ambulatory Health Care Services)
• Any other healthcare services NAICS codes in which Fund III portfolio companies operate
This list should include the identity of the acquired entity, the date of the acquisition, the NAICS code(s) of the acquired entity, and the geographic location(s) of the acquired entity's operations. Deadline for delivery of this information to Calderwood & Harkness: December 16, 2024.
5. Item 5 — Revenues by NAICS/SIC Code.
Item 5 requires reporting of the acquired person's revenues by NAICS code. For MedVance, the primary NAICS codes to be reported are:
• 621111 — Offices of Physicians (except Mental Health Specialists): This is expected to account for the majority of MedVance's revenue, reflecting the company's multi-site physician practice operations.
• 622110 — General Medical and Surgical Hospitals: This code may apply if any MedVance facilities are classified as hospitals or operate inpatient beds, though our understanding is that MedVance's operations are primarily outpatient in nature. This classification should be confirmed.
• 621610 — Home Health Care Services: This code may apply if MedVance provides home health services through any of its subsidiaries or service lines.
• 621999 — All Other Miscellaneous Ambulatory Health Care Services: This code may capture ancillary services, diagnostic/imaging services, or other outpatient services not classified under the primary physician practice code.
Accurate revenue allocation by NAICS code is essential for the filing. We request that Angela Moretti (MedVance CFO) and Eric Vonn of Blackwell Thornton LLP (MedVance's financial advisor) provide a breakdown of MedVance's 2024 revenues by facility type, service line, and applicable NAICS code, disaggregated by state (Tennessee, Alabama, Georgia, and Kentucky) to the extent available. This information should be delivered to Calderwood & Harkness no later than December 16, 2024.
The acquiring person's filing must also report Ardent Capital's revenues by NAICS code across all of its controlled entities. The deal team should provide or confirm the revenue data for all Fund III portfolio companies.
6. Item 6 — NAICS Code Overlaps.
Item 6 requires identification of overlapping NAICS codes between the acquiring person's existing operations (including portfolio companies) and the acquired person. This is the key item for assessing horizontal competitive overlap and is the primary focus of the agencies' initial screening of filings.
Based on our preliminary review, as discussed in detail in Section V.B below, we do not believe that there is meaningful geographic overlap between Ardent Capital's existing portfolio companies and MedVance's operations in Tennessee, Alabama, Georgia, and Kentucky. However, it is critical that the overlap analysis be confirmed with precision, as inaccurate or incomplete disclosure of overlaps can trigger agency scrutiny or delay. We request that Priya Ranganathan and Audrey Sato of Ardent Capital Management III LLC confirm the full list of Fund III portfolio companies operating in healthcare services NAICS codes, along with the geographic locations of their operations, by December 16, 2024.
7. Item 7 — Documents.
Item 7 requires production of two categories of documents:
(a) 4(c) Documents. Under Section 7A(d)(1) of the HSR Act and Item 4(c) of the HSR Form, the filing person must produce all studies, surveys, analyses, and reports that were prepared by or for any officer or director of the filing person (or, in the case of an unincorporated entity, a controlling person) for the purpose of evaluating or analyzing the acquisition with respect to market shares, competition, competitors, markets, potential for sales growth, or expansion into product or geographic markets.
For the acquiring person's filing, this includes all investment committee memoranda, board presentations, due diligence reports, market analyses, and similar materials prepared by or for Ardent Capital's officers, directors, or managing members that reference competitive conditions in MedVance's markets, market share estimates, competitor identification, or growth potential related to the acquisition. We specifically flag the following categories of documents for review:
• Ardent Capital's investment committee memorandum(s) relating to the MedVance acquisition
• Any market study or competitive landscape analysis prepared by or for Ardent Capital in connection with the Transaction
• Presentations from Hargrove Bancroft & Co. (Nathan Osei) or Pemberton Marsh Securities LLC (Allison Drake) that were provided to Ardent Capital's officers or directors and that address competition, market shares, or market dynamics
• The Confidential Information Memorandum (CIM) prepared by Hargrove Bancroft & Co., to the extent it was provided to Ardent Capital's officers or directors
• Management presentations delivered by MedVance to Ardent Capital, to the extent they address competitive conditions
(b) 4(d) Documents. Under Item 4(d) of the HSR Form, the filing person must produce all studies, surveys, analyses, and reports that were prepared by or for any officer or director of the filing person for the purpose of evaluating or analyzing the acquisition with respect to synergies, efficiencies, or competitive effects of the acquisition. This is a broader category than 4(c) in some respects, as it captures materials discussing synergies and efficiencies that may not directly reference market shares or competition but that are nonetheless relevant to the agencies' competitive assessment.
For the acquiring person's filing, this includes any internal Ardent Capital analyses of synergies, cost savings, or revenue enhancements expected to result from the acquisition, as well as any presentations from financial advisors addressing the strategic rationale for the Transaction.
Document Review Protocol. We advise the deal team to conduct a targeted document preservation and collection effort immediately. All potentially responsive 4(c) and 4(d) documents should be collected from the following custodians: Beatrice Holloway, James Prentice, Graham Whitfield, Priya Ranganathan, and Thomas Kearney (Ardent Capital); and Nathan Osei (Hargrove Bancroft & Co.) and Allison Drake (Pemberton Marsh Securities LLC), to the extent their materials were provided to Ardent Capital's officers or directors. Collected documents should be delivered to Megan Chu and Derek Okonkwo at Calderwood & Harkness by December 16, 2024 for privilege review and HSR responsiveness assessment. Nora Castillo and Derek Okonkwo will review all flagged 4(c) and 4(d) documents before submission to ensure accuracy, completeness, and the absence of inadvertent privilege waiver.
It is important to note that 4(c) and 4(d) documents must be produced in their entirety, including any attachments, appendices, or cover emails. The FTC and DOJ have historically taken a broad view of the scope of these production obligations, and incomplete productions have resulted in agency criticism, delays, and, in extreme cases, civil penalties. We will review all responsive documents with care.
E. Information Required from MedVance (Acquired Person's Filing)
MedVance, as the acquired person, is independently required to file its own HSR Form with the FTC and DOJ. This filing is being prepared by MedVance's counsel, Whitaker, Poole & Simms LLP (Rebecca Whitaker and Jonathan Garrett). Calderwood & Harkness will coordinate with WPS to ensure alignment on the following elements:
• Transaction description and valuation methodology
• NAICS code classifications for MedVance's revenue
• Timing and logistics of the concurrent e-filing
MedVance's filing will include its own revenue data by NAICS code, its organizational structure and entity identification information, and its own 4(c) and 4(d) documents. The 4(c)/4(d) document production obligation for the acquired person's filing applies to documents prepared by or for officers or directors of MedVance Health Systems, Inc.—including Dr. Catherine Ryland (Chair of the Board), Daniel Burch (CEO), Angela Moretti (CFO), and any other individuals serving in officer or director capacities. Additionally, to the extent Crestline Growth Equity Fund II LP controls MedVance, documents prepared by or for Crestline's controlling individuals (including Marcus Delgado) may be responsive. We advise the deal team to flag this issue with WPS and Crestline's counsel to ensure that MedVance's document production is complete and includes all responsive materials from Crestline's files.
Calderwood & Harkness will share draft transaction description language with WPS for review and alignment. Nora Castillo will coordinate directly with Rebecca Whitaker by December 16, 2024 to ensure that both filings are consistent and ready for submission on December 18, 2024.
V. Substantive Antitrust Assessment
A. Relevant Markets
A key component of the agencies' review of any HSR filing is the identification and analysis of relevant antitrust markets—both product markets and geographic markets—in which the parties operate or may compete. The following analysis applies the market-definition framework set forth in the U.S. Department of Justice and Federal Trade Commission Merger Guidelines (2023 revision) (the "2023 Merger Guidelines") and draws on the agencies' enforcement history in healthcare services transactions.
1. Product Market Definition. MedVance operates as a multi-site physician practice and outpatient healthcare services provider. Its operations encompass a range of clinical service lines, each of which may constitute a distinct relevant product market for antitrust purposes. The FTC and DOJ have historically defined product markets in healthcare provider mergers on a narrow, service-line-specific basis, recognizing that different types of healthcare services are not reasonably interchangeable from the perspective of the patient or the referring provider. For example, primary care physician services are not substitutable for orthopedic surgery, and urgent care clinic visits are not substitutable for advanced diagnostic imaging.
Based on MedVance's current service offerings, the following are the most likely relevant product markets that the agencies would analyze in connection with the Transaction:
• Physician services (primary care and specialty). This is MedVance's core business. MedVance employs or affiliates with physicians across multiple specialties, including internal medicine, family medicine, cardiology, orthopedics, gastroenterology, and other medical and surgical specialties. The FTC has previously defined relevant product markets by individual physician specialty or by broader groupings such as "primary care physician services" or "specialist physician services."
• Outpatient surgical services. MedVance operates ambulatory surgery centers (ASCs) or outpatient procedure facilities at certain locations. The agencies have recognized outpatient surgical services as a distinct product market, separate from inpatient surgical services provided in hospital settings.
• Urgent care / walk-in clinic services. MedVance operates urgent care clinics providing episodic, non-appointment-based medical care. Urgent care services are typically defined as a separate product market from primary care physician services, reflecting differences in the nature of the service (episodic vs. longitudinal care), the patient population, and the competitive dynamics.
• Diagnostic and imaging services. MedVance provides diagnostic and imaging services, including laboratory, radiology, and advanced imaging (MRI, CT). These services may be defined as a separate product market, particularly where they are offered on a freestanding basis rather than as ancillary to a physician visit.
• Ancillary healthcare services. This category may include physical therapy, occupational therapy, behavioral health services, and other ancillary services offered by MedVance at certain locations.
For purposes of the competitive overlap analysis, the relevant product market definition is significant primarily to the extent that Ardent Capital's existing portfolio companies operate in the same product markets as MedVance. As discussed in Section V.B below, our preliminary analysis indicates that any product market overlaps are de minimis and do not raise competitive concerns.
2. Geographic Market Definition. The FTC and DOJ typically define geographic markets for healthcare provider services on a local basis, reflecting the fact that patients generally select healthcare providers within a reasonable travel distance from their homes or workplaces. The agencies have used metropolitan statistical areas (MSAs), commuting zones, or other locally defined areas as the basis for geographic market definition in healthcare provider cases. The specific geographic market boundaries may vary depending on the type of service at issue: patients may be willing to travel farther for specialized surgical services than for routine primary care visits.
MedVance's clinical operations are concentrated in the following geographic areas:
• Nashville, Tennessee MSA — This is MedVance's primary market and the location of its corporate headquarters and its largest concentration of clinical sites. The Nashville MSA encompasses Davidson, Williamson, Rutherford, Sumner, Wilson, and several surrounding counties.
• Birmingham, Alabama MSA — MedVance operates multiple physician practice locations and urgent care clinics in the Birmingham metropolitan area, encompassing Jefferson, Shelby, and surrounding counties.
• Atlanta, Georgia MSA — MedVance has established a presence in suburban and exurban areas of the Atlanta metropolitan area, with clinic locations in counties such as Cobb, Gwinnett, and Cherokee. MedVance's Atlanta operations are newer and smaller in scale relative to its Nashville and Birmingham markets.
• Louisville and Lexington, Kentucky MSAs — MedVance operates physician practice locations in both the Louisville MSA (Jefferson and surrounding counties) and the Lexington MSA (Fayette and surrounding counties).
It is important to note that geographic markets for outpatient physician services tend to be narrower than geographic markets for hospital services. Patients visiting a primary care physician or an urgent care clinic are generally unwilling to travel more than fifteen to thirty minutes, whereas patients seeking specialized hospital services may travel significantly farther. This narrower geographic scope means that competitive effects, if any, are localized and must be assessed on a market-by-market basis.
B. Competitive Overlap Analysis
The central question in assessing the substantive antitrust risk of the Transaction is whether Ardent Capital's existing portfolio companies operate healthcare services in the same geographic and product markets as MedVance. If there is no meaningful competitive overlap, the Transaction is essentially a financial-sponsor acquisition of a stand-alone company, which historically presents minimal antitrust risk.
We have conducted a preliminary review of Ardent Capital's existing Fund III portfolio and have coordinated with Priya Ranganathan and Thomas Kearney of Ardent Capital Management III LLC to identify the current roster of Fund III portfolio companies. Based on information received to date, Ardent Capital's existing healthcare services investments through Fund III are concentrated in the mid-Atlantic and Pacific Northwest regions of the United States. Specifically, Fund III's healthcare services portfolio includes investments in physician practice management platforms operating in Maryland, Virginia, and the District of Columbia, and a behavioral health services platform operating in Oregon and Washington.
No direct geographic overlap between Ardent Capital's existing portfolio companies and MedVance's service areas in Tennessee, Alabama, Georgia, and Kentucky has been identified. MedVance does not operate in any of the states or MSAs where Ardent Capital's existing healthcare portfolio companies are active, and Ardent Capital's existing portfolio companies do not operate in any of MedVance's markets.
This finding is subject to confirmation from the Ardent Capital deal team, and we have requested a comprehensive and definitive list of all Fund III portfolio company operations by geographic location and NAICS code by December 16, 2024. However, based on our current understanding, the competitive overlap analysis is highly favorable.
Even in the absence of direct horizontal overlap, we have considered whether the agencies might pursue alternative theories of competitive harm:
(i) Vertical foreclosure concerns. Vertical theories of harm typically arise where the merging parties operate at different levels of the supply chain and the combination could enable the merged entity to foreclose competitors from access to inputs or distribution channels. In the context of outpatient physician services, vertical relationships (e.g., between a physician practice and a health plan, or between a physician practice and a hospital) are not typically the subject of agency enforcement action in the merger context, and the Transaction does not present any obvious vertical concerns. Ardent Capital's existing portfolio does not include health plans, hospital systems, or other entities that could serve as a vertical complement to MedVance's operations in a competitively significant way.
(ii) Cross-market effects. The 2023 Merger Guidelines discuss the potential for cross-market effects in certain healthcare contexts, particularly where a common owner of healthcare providers in multiple geographic markets could exercise bargaining leverage against payors that operate across those markets. This theory has primarily been discussed in the context of hospital mergers and has not been applied by the agencies to outpatient physician practice acquisitions. Moreover, the theory requires that the merging parties' operations be in adjacent or overlapping payor networks, which is not the case here given the geographic separation between Ardent Capital's existing portfolio and MedVance's markets. We do not believe that a cross-market effects theory is viable in this Transaction.
C. Market Concentration
Even setting aside the absence of horizontal overlap, the markets in which MedVance operates are highly fragmented, with numerous competing providers. Regional outpatient healthcare services markets—particularly markets for physician services, urgent care, and diagnostic imaging—are characterized by a large number of independent physician practices, multi-specialty group practices, hospital-affiliated physician networks, academic medical center outpatient clinics, federally qualified health centers (FQHCs), retail health clinics, and telehealth providers. No single provider holds a dominant market share in any of MedVance's MSAs.
MedVance, while a significant regional player with $387 million in 2024 revenue, represents a modest share of the total outpatient healthcare services revenue in each of its markets. For illustrative purposes:
• In the Nashville MSA, MedVance competes with major health systems (including Vanderbilt University Medical Center's physician network, Pinnacle Industries's affiliated practices, and Ascension Saint Thomas's employed physician group), as well as numerous independent physician practices, Community Health Systems affiliates, and federally qualified health centers.
• In the Birmingham MSA, MedVance competes with UAB Health System's physician network, Brookwood Baptist Health, and a large number of independent practices and urgent care operators.
• In the Atlanta MSA, MedVance's smaller footprint competes with Emory Healthcare, Crestline Partners LLC, Halcyon & Co., and hundreds of independent and affiliated physician practices across the metropolitan area.
• In the Louisville and Lexington MSAs, MedVance competes with Claveth Healthcare, Baptist Health, the University of Kentucky Healthcare network, and numerous independent practices.
An HHI (Herfindahl-Hirschman Index) analysis of post-transaction market concentration in each relevant geographic market would be expected to show HHI levels well below 2,500 (the threshold for "highly concentrated" markets under the 2023 Merger Guidelines) with a change in HHI (delta) well below 200 (the threshold above which the agencies presume that a merger in a highly concentrated market is likely to enhance market power). This is because the Transaction does not combine two competing providers in the same geographic market; rather, it substitutes one financial owner (Crestline Growth Equity Fund II LP) for another (Ardent Capital Partners III LP), with no change in the competitive structure of any local market.
D. Barriers to Entry and Other Competitive Conditions
Barriers to entry in outpatient physician services are relatively low compared to hospital and inpatient healthcare markets. The establishment of a new physician practice, urgent care clinic, or outpatient diagnostic facility does not require the massive capital investment associated with hospital construction, and new entrants regularly form and enter local markets across the United States. Key factors supporting low barriers to entry include:
• Capital requirements. The capital required to establish a physician practice or outpatient clinic is modest relative to hospital infrastructure. Leasehold improvements, medical equipment, and initial staffing costs are manageable for well-capitalized entrants, and third-party financing is readily available.
• Payor contracting. Access to commercial payor networks is generally available to credentialed physicians and physician groups. While payor contracting can be time-consuming, it does not represent an insurmountable barrier to entry, and new practices regularly obtain contracts with major commercial payors, Medicare, and Medicaid.
• Certificate-of-need (CON) requirements. Tennessee and certain other states maintain certificate-of-need programs that require state approval for certain healthcare facility expansions. However, CON requirements in Tennessee and the other states where MedVance operates generally do not apply to physician practices or outpatient clinics (as opposed to hospitals, nursing homes, and certain specialized facilities). This significantly reduces the regulatory barriers to entry for new competitors in MedVance's markets.
• Physician labor market. Physician recruitment is competitive in all of MedVance's markets, but the supply of physicians (particularly in primary care) is sufficient to support new practice formation and group expansion. The presence of major academic medical centers in Nashville, Birmingham, Atlanta, Louisville, and Lexington provides a pipeline of newly trained physicians entering these markets.
The competitive dynamics of MedVance's markets are further illustrated by MedVance's payor relationships. MedVance contracts with multiple commercial health plans, including BlueLine Health Plan of Tennessee and SouthPoint Insurance Co., as well as Medicare and Medicaid programs. These payor relationships are non-exclusive, and the same payors contract with numerous other physician practices and provider organizations in each of MedVance's MSAs. This competitive payor landscape is inconsistent with any suggestion that MedVance holds market power or that the Transaction would enhance market power in any relevant market.
E. Assessment of Risk of Second Request
Based on the foregoing analysis, we conclude that the risk of a Second Request (a formal request for additional information and documentary material under 15 U.S.C. § 18a(e)) is low. Our assessment is based on the following factors:
1. No horizontal overlap. There is no geographic or product market overlap between Ardent Capital's existing portfolio companies and MedVance's operations. The Transaction does not combine two competing healthcare providers and does not change the competitive structure of any local market.
2. Fragmented competitive landscape. Each of MedVance's geographic markets is characterized by a large number of competing physician practices, health systems, and other outpatient healthcare providers. Post-transaction market concentration levels are expected to be well below the thresholds that would trigger a presumption of competitive harm under the 2023 Merger Guidelines.
3. Financial sponsor acquisition. The Transaction is a private equity buyout—a substitution of one financial sponsor (Crestline) for another (Ardent Capital)—rather than a strategic combination of horizontal competitors. The agencies have historically devoted less enforcement attention to financial sponsor acquisitions in the absence of horizontal overlap, although we note that the current FTC leadership has expressed interest in the competitive effects of private equity roll-up strategies in healthcare. We address this consideration in the following paragraph.
4. No monopsony or buyer-power concerns. The Transaction does not present labor-market concentration concerns of the type that have attracted recent FTC attention in healthcare. Ardent Capital does not currently operate healthcare services in MedVance's geographic markets, and the Transaction does not combine two employers of physicians or other healthcare workers in the same labor market.
5. Transaction size. While the $620 million transaction value is substantial, it is below the multi-billion-dollar thresholds that typically draw the most intensive agency scrutiny. Healthcare transactions remain a priority sector for the agencies, but the specific competitive characteristics of this Transaction—principally the absence of horizontal overlap—distinguish it from the healthcare mergers that have been the primary targets of recent enforcement actions (e.g., hospital system mergers and dominant physician practice roll-ups in concentrated markets).
We note that the current FTC leadership, under Chair Lina Khan and her successors, has expressed a heightened interest in private equity acquisitions in the healthcare sector, including physician practice management roll-up strategies. The concern is that serial acquisitions by a single financial sponsor can, over time, create market concentration that no single transaction would produce in isolation. However, this concern is primarily directed at sponsors that have accumulated significant market share through multiple acquisitions in the same geographic and product markets. Ardent Capital's entry into the Southeast healthcare services market through the MedVance acquisition does not present this pattern, as Ardent Capital does not currently operate competing healthcare services in MedVance's markets. We will, however, monitor the agencies' evolving approach to PE-backed healthcare acquisitions and advise the deal team of any developments that could affect the risk assessment.
Recommendation. We advise the deal team to proceed with the filing with confidence. The substantive antitrust risk is low, and we do not anticipate that the agencies will issue a Second Request. However, we include the standard caveat that the FTC and DOJ retain full discretion to investigate any reported transaction, and that healthcare transactions are subject to enhanced scrutiny in the current enforcement environment. We will actively monitor the waiting period and will be prepared to respond promptly to any agency inquiries or requests for information.
VI. State Antitrust and Healthcare Regulatory Considerations
A. State Antitrust Filings
We have reviewed the antitrust and merger notification filing requirements o

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