[sheet: Document Log]
Doc No. | Item Category | Date | Document Type | Title / Description | Author(s) | Recipient(s) | Custodian | Competitive Content Description | Privilege Review Status | Privilege Asserted | Redaction Applied | Redaction Notes | Bates Range | Production Status
AC-4c-001 | 4(c) | 2023-09-15 | CIM / Teaser | Project Summit — Confidential Information Memorandum prepared by Crestline Baird & Co. describing Pinnacle Health Systems, Inc. business overview, competitive positioning in ambulatory surgical center (ASC) and physician practice management markets across 9 states (NC, SC, VA, TN, GA, FL, AL, OH, TX), market share data for key MSAs, and discussion of competitors in the freestanding ASC segment | Crestline Baird & Co. (Natasha Khoury, Managing Director) | Ardent Capital Management LLC (Julian Desmond, Priya Chandrasekar) | Julian Desmond | Contains analysis of Pinnacle's competitive position in the multi-specialty ASC market, references to competitor ASC operators in Charlotte-Concord-Gastonia MSA and other MSAs, discussion of Pinnacle's 42 ASCs and 31 affiliated physician practice management entities, and market growth projections for NAICS 621493 (Freestanding Ambulatory Surgical and Emergency Centers) | Reviewed — No privilege | No | No | N/A | AC-HSR-000001 to AC-HSR-000087 | Produced with HSR Filing on February 16, 2024
AC-4c-002 | 4(c) | 2023-10-02 | CIM / Teaser | Project Summit — Management Presentation / Supplemental Data Book prepared by Crestline Baird & Co. containing detailed financial and operational data for Pinnacle Health Systems, Inc., including ASC case volume by specialty (orthopedics, gastroenterology, ophthalmology), payor mix analysis, and competitive benchmarking against other ASC platforms in relevant MSAs | Crestline Baird & Co. (Natasha Khoury) | Ardent Capital Management LLC (Julian Desmond, Priya Chandrasekar); Meridian Partners LLC (Grant Hollister) | Priya Chandrasekar | Contains competitive benchmarking tables comparing Pinnacle's ASC facility counts and net patient revenue shares to other multi-site ASC operators in the Charlotte, Raleigh, Nashville, Atlanta, Tampa, and Dallas-Fort Worth MSAs; references Pinnacle's approximately 20.9% facility share (14 of 67 ASCs) and approximately 18.3% revenue share in Charlotte MSA | Reviewed — No privilege | No | No | N/A | AC-HSR-000088 to AC-HSR-000164 | Produced with HSR Filing on February 16, 2024
AC-4c-003 | 4(c) | 2023-11-20 | CIM / Teaser | Project Summit — One-Page Teaser / Opportunity Overview prepared by Meridian Partners LLC summarizing acquisition opportunity, target description (specialty healthcare services platform — ASCs and physician practice management), and high-level competitive landscape overview | Meridian Partners LLC (Grant Hollister, Managing Director) | Ardent Capital Management LLC (Julian Desmond, Priya Chandrasekar) | Julian Desmond | Brief reference to Pinnacle's position in the fragmented ASC market, identification of key competitors, and description of target's operations across 9 states with 42 ASCs and 31 physician practice management entities; references NAICS codes 621111 and 621493 | Reviewed — No privilege | No | No | N/A | AC-HSR-000165 to AC-HSR-000170 | Produced with HSR Filing on February 16, 2024
AC-4c-004 | 4(c) | 2024-01-08 | Investment Committee Memorandum | Ardent Capital Partners III LP — Investment Committee Memorandum: Proposed Acquisition of Pinnacle Health Systems, Inc. — Prepared by deal team for presentation to Fund III Investment Committee. Includes transaction summary (100% equity acquisition at enterprise value of $952 million, EV/EBITDA multiple of approximately 9.7x), competitive analysis of ASC and physician practice management markets, discussion of market shares in 9 MSAs, analysis of overlap with existing Ardent portfolio companies (Marlowe Asset Management Rehabilitation Holdings LLC and Clearpath Diagnostics Inc.), and strategic rationale | Ardent Capital Management LLC Deal Team | Ardent Capital Partners III LP Investment Committee (Julian Desmond, Priya Chandrasekar, and other IC members) | Julian Desmond | Detailed analysis of relevant product markets (multi-specialty ASC services; physician practice management — orthopedics, gastroenterology, ophthalmology); discussion of Pinnacle's competitive positioning in each of 9 MSAs; analysis concluding physical therapy (Marlowe Asset Management Rehab — 74 locations in TX, FL, GA) and ASC services are separate product markets with no horizontal overlap; notes Clearpath Diagnostics ($218M revenue, PA/NJ/NY) has no geographic overlap; discusses market fragmentation and growth drivers | Reviewed — Partial privilege (attorney-client) | Yes | Yes | Redacted: Two paragraphs on pages 14-15 reflecting legal advice from Calderwood & Harkness LLP (Howard Bellamy) regarding antitrust risk assessment and HSR filing strategy — withheld as attorney-client privileged communication | AC-HSR-000171 to AC-HSR-000225 | Produced (with redactions) with HSR Filing on February 16, 2024
AC-4c-005 | 4(c) / 4(d) | 2024-01-22 | Investment Committee Memorandum | Ardent Capital Partners III LP — Supplemental Investment Committee Memorandum: Pinnacle Health Systems, Inc. — Updated analysis incorporating final diligence findings, revised financial projections, discussion of synergy opportunities with Marlowe Asset Management Rehabilitation Holdings LLC (referral relationship between 12 co-located Marlowe Asset Management PT clinics and Pinnacle ASCs in TX, FL, and GA), and final pricing recommendation at $952 million enterprise value ($534 million equity value, comprising $505.5 million cash consideration and $28.5 million management rollover from Dr. Marcus Ellsworth) | Ardent Capital Management LLC Deal Team | Ardent Capital Partners III LP Investment Committee | Priya Chandrasekar | Contains Item 4(d) responsive content: discussion of potential operational synergies and cross-referral efficiencies between Marlowe Asset Management Rehab PT clinics and Pinnacle ASCs; Item 4(c) responsive content: updated competitive analysis and competitor identification in Charlotte and Atlanta MSAs; analysis of barriers to entry including Certificate of Need requirements in VA, NC, TN, GA, AL, and OH | Reviewed — Partial privilege (attorney-client) | Yes | Yes | Redacted: One paragraph on page 8 summarizing legal advice from Calderwood & Harkness LLP regarding regulatory timeline and HSR early termination prospects — withheld as attorney-client privileged communication | AC-HSR-000226 to AC-HSR-000278 | Produced (with redactions) with HSR Filing on February 16, 2024
AC-4c-006 | 4(c) | 2024-01-15 | Board Presentation | Ardent Capital Management LLC — Board Presentation: Healthcare Services Sector Investment Pipeline — Slide deck presented to Ardent Capital Management LLC Board of Managers reviewing healthcare services acquisition pipeline, including slides on Pinnacle Health Systems, Inc. acquisition opportunity, competitive landscape for ASC services, and positioning relative to other PE-backed ASC platforms nationally | Ardent Capital Management LLC (Julian Desmond, Priya Chandrasekar) | Ardent Capital Management LLC Board of Managers | Julian Desmond | Three slides specifically address Pinnacle acquisition: (1) overview slide identifying Pinnacle as a 42-ASC, 31-practice-management-entity platform across 9 states with FY2023 revenue of $637.4 million and EBITDA of $98.2 million; (2) competitive landscape slide mapping major ASC operators across Pinnacle's MSA footprint; (3) strategic fit slide discussing Pinnacle's complementarity with Marlowe Asset Management Rehab (outpatient PT) and Clearpath Diagnostics (clinical labs) — concluding no horizontal overlap in any market | Reviewed — No privilege | No | No | N/A | AC-HSR-000279 to AC-HSR-000312 | Produced with HSR Filing on February 16, 2024
AC-4c-007 | 4(c) | 2024-01-10 | Email Chain | Email chain among Ardent Capital Management LLC deal team members (including Julian Desmond and Priya Chandrasekar) discussing competitive landscape for ambulatory surgical center services in Pinnacle's key markets, identifying major competitors by MSA, and discussing Pinnacle's market positioning and potential for organic and acquisition-driven growth in the ASC segment | Julian Desmond; Priya Chandrasekar; Ardent Capital Management LLC deal team analysts | Internal (Ardent Capital Management LLC deal team) | Julian Desmond | Discussion of competitor ASC platforms operating in Pinnacle's 9-state footprint; commentary on market share dynamics in Charlotte MSA (Pinnacle's largest market with 14 of 67 ASCs); discussion of fragmented nature of ASC market nationally; references to Pinnacle's physician practice management operations in orthopedics, gastroenterology, and ophthalmology; no discussion of pricing or competitive strategy vis-à-vis specific rivals | Reviewed — No privilege | No | No | N/A | AC-HSR-000313 to AC-HSR-000320 | Produced with HSR Filing on February 16, 2024
[sheet: Cover Sheet]
Field | Value
Matter Name | Ardent Capital Partners III LP — Acquisition of Pinnacle Health Systems, Inc.
Calderwood & Harkness LLP Matter No. | 1001-00001
HSR Transaction No. (FTC-Assigned) | 20241487
Filing Party | Acquiring Person — Ardent Capital Partners III LP
Ultimate Parent Entity | Ardent Capital Management LLC (EIN: 84-5567312)
Acquiring Entity | Ardent Capital Partners III LP (EIN: 87-3421098)
General Partner | Ardent Capital GP III LLC (EIN: 86-2198403)
Acquired Entity | Pinnacle Health Systems, Inc. (EIN: 56-4389201)
Transaction Type | 100% equity acquisition (stock purchase)
Enterprise Value | $952,000,000
HSR Filing Date | February 16, 2024
HSR Filing Fee | $280,000 (2024 FTC fee schedule; $500M–$999.9M tier)
Filing Fee Paid By | Ardent Capital Partners III LP per EPA §5.4(a)
Early Termination Requested | Yes — February 16, 2024
Early Termination Granted | March 8, 2024 (Notice No. 20240683)
Relevant NAICS Codes | 621111 (Offices of Physicians); 621493 (Freestanding Ambulatory Surgical and Emergency Centers)
Total Item 4(c)/4(d) Responsive Documents — Acquiring Person | 7
Document Types | 3 CIMs/Teasers; 2 Investment Committee Memoranda; 1 Board Presentation; 1 Email Chain
Custodians Searched | Julian Desmond (Co-Founder & Managing Partner, ACM); Priya Chandrasekar (Co-Founder & Managing Partner, ACM); Ardent Capital deal team files
Privilege Review Conducted By | Monica Reyes, Lead Associate; Elliot Nguyen, Working Associate — Calderwood & Harkness LLP
Privilege Review Completed | February 14, 2024
Documents with Redactions | 2 (AC-4c-004 and AC-4c-005 — attorney-client privilege redactions)
Documents Produced Without Redaction | 5
Bates Range (Full Production) | AC-HSR-000001 to AC-HSR-000320
Production Date | February 16, 2024 (produced with HSR Notification Form filing)
Prepared By | Elliot Nguyen, Working Associate, Calderwood & Harkness LLP
Reviewed By | Monica Reyes, Lead Associate, Calderwood & Harkness LLP
Approved By | Howard Bellamy, Partner, Calderwood & Harkness LLP
Date of Log | February 15, 2024
[sheet: Collection Summary]
Category | Detail
Scope of Collection | All documents prepared by or for any officer or director of the acquiring person (or any entity within the acquiring person's structure) that analyze the acquisition with respect to markets, market shares, competition, competitors, or potential for sales growth or expansion into new product or geographic markets (Item 4(c)), or that analyze efficiencies or synergies expected from the acquisition (Item 4(d))
Acquiring Person Entities Searched | Ardent Capital Management LLC; Ardent Capital GP III LLC; Ardent Capital Partners III LP
Portfolio Companies Reviewed for Responsive Documents | Marlowe Asset Management Rehabilitation Holdings LLC (74 outpatient PT clinics — TX, FL, GA); Clearpath Diagnostics Inc. (clinical lab services — PA, NJ, NY, $218M revenue) — No responsive 4(c)/4(d) documents identified at portfolio company level
Custodian: Julian Desmond | Co-Founder & Managing Partner, Ardent Capital Management LLC — 4 responsive documents identified
Custodian: Priya Chandrasekar | Co-Founder & Managing Partner, Ardent Capital Management LLC — 3 responsive documents identified
Total Unique Documents Identified | 7
Total Documents Containing Item 4(c) Content | 7
Total Documents Containing Item 4(d) Content | 1 (AC-4c-005 — also responsive to Item 4(c))
Privilege Review — Total Documents Reviewed | 7
Privilege Review — Documents with Privilege Redactions | 2 (attorney-client privilege — reflecting legal advice from Calderwood & Harkness LLP)
Privilege Review — Documents Withheld in Full | 0
Third-Party Source Documents Included | 3 CIMs/Teasers received from Crestline Baird & Co. (sell-side financial advisor) and Meridian Partners LLC (buy-side financial advisor)
Date Range of Responsive Documents | September 15, 2023 through January 22, 2024
Collection Instructions Issued | February 4, 2024 — Letter from Calderwood & Harkness LLP (Monica Reyes) to Ardent Capital Management LLC (Julian Desmond, Priya Chandrasekar)
Collection Completed | February 11, 2024
Privilege Review Completed | February 14, 2024
Production to FTC/DOJ | February 16, 2024 (simultaneous with HSR Notification Form filing)