1001-00001 · Ardent Capital Partners · HSR Filing Preparation

letter-item-4c-4d-collection-instructions.docx DOCUMENT Antitrust

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PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP 600 Lexington Avenue New York, NY 10022 Tel: (212) 558-4000

Fax: (212) 558-3588

www.calderwoodharkness.com

February 4, 2024

VIA EMAIL AND OVERNIGHT COURIER

Mr. Julian Desmond Co-Founder & Managing Partner Ardent Capital Management LLC 399 Park Avenue, 41st Floor New York, NY 10022

Ms. Priya Chandrasekar Co-Founder & Managing Partner Ardent Capital Management LLC 399 Park Avenue, 41st Floor New York, NY 10022

Re: Document Collection Instructions — HSR Notification Items 4(c) and 4(d) — Acquisition of Pinnacle Health Systems, Inc.

Matter No.: 1001-00001

Dear Julian and Priya:

I. Purpose of This Letter

As you know, Ardent Capital Management LLC ("Ardent Capital" or the "Company") has engaged Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") to serve as antitrust counsel to Ardent Capital Partners III LP ("Fund III") in connection with the Hart-Scott-Rodino Act ("HSR Act") premerger notification filing required for Ardent Capital's proposed acquisition of one hundred percent (100%) of the outstanding equity interests of Pinnacle Health Systems, Inc., a Delaware corporation ("Pinnacle" or the "Target"). The Equity Purchase Agreement governing the transaction (the "EPA") was executed on January 31, 2024.

Pursuant to Section 5.4(a) of the EPA, the parties are obligated to file their respective HSR notification forms within fifteen (15) business days of the execution of the EPA. Based on the January 31, 2024 execution date, this contractual deadline falls on February 22, 2024. Our team has established a target filing date of February 16, 2024 for the simultaneous filing of the acquiring person and acquired person notifications. The simultaneous filing is being coordinated with Greenvale Durneval LLP, antitrust counsel to Pinnacle. Both filings will be made with the Federal Trade Commission ("FTC") and the Antitrust Division of the U.S. Department of Justice ("DOJ").

The purpose of this letter is to provide you with detailed instructions for collecting, reviewing, and producing all documents responsive to Items 4(c) and 4(d) of the HSR Notification and Report Form (the "Form"). Items 4(c) and 4(d) are among the most substantively significant components of the HSR filing and are the items most frequently scrutinized by the reviewing agency. A timely and complete document collection process is essential to meeting our target filing date and, equally important, to avoiding deficiency notices from the FTC Premerger Notification Office ("PNO") that could delay the commencement of the statutory waiting period and jeopardize the overall transaction timeline.

We ask that you and your team treat the instructions in this letter with the utmost priority. As set forth in detail below, we have established a deadline of February 8, 2024 for the completion of the initial document collection and the delivery of all potentially responsive materials to Calderwood & Harkness for privilege review. Given the compressed timeline, prompt attention to these instructions is critical.

II. Overview of Item 4(c) and Item 4(d) Requirements

This section provides a detailed overview of the legal requirements of Items 4(c) and 4(d) of the Form so that your team has a clear understanding of the scope of the required document collection.

A. Item 4(c) — Documents Analyzing the Transaction with Respect to Competition

Item 4(c) of the Form requires the production of all studies, surveys, analyses, and reports that were prepared by or for any officer(s) or director(s) of the filing person for the purpose of evaluating or analyzing the proposed acquisition with respect to:

• Market shares;

• Competition;

• Competitors;

• Markets; and

• Potential for sales growth or expansion into product or geographic markets.

For purposes of this filing, the "filing person" is the Ultimate Parent Entity ("UPE") — Ardent Capital Management LLC — together with all entities that Ardent Capital Management LLC controls within the meaning of the HSR Act and the implementing rules codified at 16 C.F.R. § 801 et seq. This includes, without limitation, Ardent Capital GP III LLC (the general partner of Fund III) and Ardent Capital Partners III LP (the acquiring fund). It also extends to any portfolio companies controlled by the UPE through the fund structure, as discussed further in Section VII below.

Several important clarifications regarding the scope of Item 4(c) are warranted:

First, documents need not have been prepared solely for the purpose of analyzing competition or competitive dynamics. If a document contains any substantive discussion of the topics listed above — even where such discussion appears as part of a broader financial, operational, or strategic analysis — the document is responsive and must be produced. For example, an investment committee memorandum that is primarily a financial valuation but that includes a section analyzing the competitive landscape of the ambulatory surgical center market would be responsive in its entirety.

Second, Item 4(c) encompasses documents prepared by third-party advisors — including investment banks, financial advisors, consultants, and other intermediaries — where such documents were prepared for or provided to officers or directors of the filing person. This is a critical point. Documents prepared by external advisors do not fall outside the scope of Item 4(c) merely because they were authored by persons who are not employees of Ardent Capital.

Third, and relatedly, we specifically flag that documents prepared by Meridian Partners LLC (your buy-side financial advisor, led by Managing Director Grant Hollister) in connection with this transaction may be responsive to Item 4(c). This includes, but is not limited to, confidential information memoranda, teasers, valuation presentations, market positioning analyses, and any other materials that contain discussion of Pinnacle's competitive position, market share, competitors, or market dynamics. Similarly, any materials received from Crestline Baird & Co. (the sell-side advisor to Pinnacle) that were reviewed by your officers or directors and that contain competitive analysis content should be collected.

B. Item 4(d) — Documents Analyzing the Transaction with Respect to Synergies or Efficiencies

Item 4(d) of the Form requires the production of all studies, surveys, analyses, and reports that were prepared by or for any officer(s) or director(s) for the purpose of evaluating or analyzing the proposed acquisition with respect to:

• Efficiencies;

• Synergies; and

• Revenue enhancements or cost savings expected to result from the transaction.

Item 4(d) is designed to capture documents that discuss the anticipated economic benefits of the combination. In the context of private equity acquisitions, synergy analyses are commonly found in investment committee memoranda, board presentations, financial models projecting post-acquisition performance, and integration planning documents. Any document that projects or analyzes cost savings, revenue synergies, purchasing efficiencies, operational streamlining, or other economic benefits expected to result from combining Pinnacle with Ardent Capital's existing healthcare platform — including potential synergies with portfolio companies such as Marlowe Asset Management Rehabilitation Holdings LLC or Clearpath Diagnostics Inc. — is responsive.

The same "prepared by or for" standard that applies to Item 4(c) also governs Item 4(d). Accordingly, Item 4(d) captures the same universe of custodians and applies to documents prepared by third-party advisors to the same extent as described above. Synergy models or integration analyses prepared by Meridian Partners LLC, Apex Advisory Group LLC, or any other external advisor are responsive if they were prepared for or provided to officers or directors of the filing person.

C. Scope Limitations and Clarifications

To assist your team in distinguishing responsive documents from non-responsive materials, we offer the following scope limitations and clarifications:

1. Transaction-Specific Requirement. Only documents created or received in connection with the specific proposed acquisition of Pinnacle Health Systems, Inc. are responsive to Items 4(c) and 4(d). General market studies, industry reports, or competitive analyses that were not prepared in connection with the evaluation of this specific transaction are not responsive, even if they discuss the ambulatory surgical center industry or healthcare services markets more broadly.

2. Drafts. Drafts of documents are generally not required to be produced unless a draft was itself provided to an officer or director of the filing person. Only final or near-final versions of documents that were shared with officers or directors need be collected. However, if a draft was circulated to a member of the investment committee or the board of managers in the ordinary course, that draft is responsive and should be collected.

3. Publicly Available Materials. Documents that are already in the public domain — such as publicly available industry reports, published market research, or publicly filed documents — need not be produced. However, proprietary analyses that incorporate or build upon publicly available data are responsive and must be produced. For example, an internal memorandum that cites publicly available industry statistics in the course of analyzing Pinnacle's competitive positioning would be responsive notwithstanding its reliance on public data.

4. Ordinary Course Business Documents. There is an important distinction between documents that analyze this specific acquisition with respect to competitive dynamics or synergies (which are responsive) and ordinary course business documents that may discuss competition generally but that were not prepared in connection with the evaluation of the Pinnacle transaction (which are not responsive). If you have questions about whether a particular document falls on one side or the other of this line, please err on the side of inclusion and provide the document to Calderwood & Harkness for review.

III. Identification of Custodians

A critical step in the document collection process is identifying all individuals whose files must be searched for responsive materials. We have identified the following categories of custodians.

A. Primary Custodians

The following individuals' files — including email accounts (active and archived), hard copy files, shared network drives, deal management platforms, and any other document repositories — must be searched comprehensively:

1. Julian Desmond — Co-Founder & Managing Partner, Ardent Capital Management LLC. As an officer and director of the UPE, Mr. Desmond is a mandatory custodian. All documents prepared by or for Mr. Desmond in connection with the Pinnacle transaction that discuss the topics covered by Items 4(c) and 4(d) are responsive.

2. Priya Chandrasekar — Co-Founder & Managing Partner, Ardent Capital Management LLC. As an officer and director of the UPE, Ms. Chandrasekar is likewise a mandatory custodian. The same scope applies.

3. Any other partners, managing directors, or principals at Ardent Capital Management LLC who served on the investment committee or otherwise participated in the evaluation, analysis, or approval of the Pinnacle acquisition. We understand that Ardent Capital's investment committee typically includes the Managing Partners and certain senior investment professionals. Please confirm the full composition of the investment committee that reviewed and approved the Pinnacle transaction, and identify any additional individuals who should be added to this list.

4. Members of the board of managers (or equivalent governing body) of Ardent Capital GP III LLC. To the extent that the board of managers of Ardent Capital GP III LLC reviewed or approved the Pinnacle acquisition, documents prepared by or for those individuals are responsive.

5. Officers or directors of Ardent Capital portfolio companies, to the extent such individuals participated in the analysis or evaluation of the Pinnacle transaction. This category is particularly relevant with respect to the leadership of Marlowe Asset Management Rehabilitation Holdings LLC and Clearpath Diagnostics Inc., given the potential for overlap or synergy analysis between those entities and Pinnacle. We address this category in greater detail in Section VII below.

B. Secondary Custodians / Third-Party Sources

In addition to the primary custodians identified above, the following external advisors and third-party sources are likely to have prepared documents that are responsive to Items 4(c) and 4(d) and that were provided to or prepared for the primary custodians:

1. Meridian Partners LLC (Grant Hollister, Managing Director) — Buy-side financial advisor to Ardent Capital in connection with the Pinnacle transaction. Meridian Partners likely prepared confidential information memoranda, teasers, valuation analyses, market positioning materials, and other advisory presentations that may contain competitive analysis or synergy projections. All such materials that were provided to or prepared for officers or directors of the filing person are potentially responsive.

2. Apex Advisory Group LLC (Christine Varga, Managing Director) — Quality of earnings provider engaged in connection with the transaction. The quality of earnings report and any related analyses may contain competitive or synergy analysis. If so, those portions are responsive.

3. Any other consultants, advisors, or intermediaries engaged by Ardent Capital or its affiliates in connection with the evaluation of the Pinnacle transaction. Please advise if there are additional advisors beyond those identified above whose materials should be collected.

Important Note Regarding Privilege: Calderwood & Harkness LLP will handle the privilege review of all identified documents. The client should not withhold documents from the initial collection on privilege grounds without first consulting our team. If you believe a document may be subject to attorney-client privilege or work product protection, please flag the document as potentially privileged but still include it in the collection provided to Calderwood & Harkness. We will make the final determination regarding privilege and the appropriate treatment of any privileged materials. This point is discussed in greater detail in Section VI below.

IV. Categories of Likely Responsive Documents

To further assist your team in the collection process, we provide below a non-exhaustive list of document types that are commonly responsive to Items 4(c) and 4(d) in the context of private equity acquisitions, with specific guidance tailored to the facts and circumstances of this transaction. This list is intended to be illustrative and should not be treated as a substitute for the comprehensive search protocols described in Section V.

A. Item 4(c) Documents (Competition / Markets)

The following categories of documents are likely to be responsive to Item 4(c):

1. Confidential Information Memoranda (CIMs) and Teasers. Materials received from Crestline Baird & Co. (the sell-side advisor) or from other sources describing Pinnacle's competitive position, market share, geographic footprint, or competitors in the ambulatory surgical center and physician practice management markets. CIMs typically contain extensive competitive analysis and are almost always responsive to Item 4(c).

2. Investment Committee Memoranda. Internal IC memos prepared by the Ardent Capital deal team recommending or analyzing the Pinnacle acquisition, to the extent they discuss competitive dynamics, market share, competitor identification, market positioning, or potential for sales growth or geographic expansion. IC memos are among the most commonly produced Item 4(c) documents in private equity transactions and should be collected in their entirety if they contain any discussion of the covered topics.

3. Board Presentations. Presentations prepared for or delivered to the board of managers of Ardent Capital GP III LLC, the advisory board of Ardent Capital Partners III LP, or any other governing body, to the extent such presentations discuss the transaction's competitive landscape, market share, identified competitors, or market entry and expansion opportunities.

4. Email Chains. Emails among officers and directors of the filing person (and between officers/directors and external advisors) discussing the competitive landscape, market share, competitor positioning, or geographic or product expansion opportunities in connection with the Pinnacle acquisition. We recognize that email searches can be voluminous; the search protocols in Section V are designed to focus the collection on the most likely sources of responsive material.

5. Market Studies or Consultant Reports. Any third-party reports on the ambulatory surgical center industry, physician practice management sector, or related healthcare services markets that were prepared specifically for or used by the Ardent Capital deal team in evaluating this transaction. This includes industry reports commissioned by Ardent Capital from market research firms or consultants, as well as proprietary analyses prepared by Meridian Partners or other advisors.

6. Due Diligence Reports. Portions of due diligence reports that address competitive dynamics, market positioning, competitor identification, or market share analysis. Note that routine financial diligence materials, legal diligence reports, and operational diligence materials are generally not responsive to Item 4(c) unless they contain substantive discussion of competition or competitive conditions.

B. Item 4(d) Documents (Synergies / Efficiencies)

The following categories of documents are likely to be responsive to Item 4(d):

1. Synergy Models. Financial models projecting cost savings, revenue synergies, or operational efficiencies expected to result from the acquisition of Pinnacle. This category is particularly important in this transaction given the potential for synergies between Pinnacle and Ardent Capital's existing healthcare portfolio, including Marlowe Asset Management Rehabilitation Holdings LLC (outpatient physical therapy clinics in Texas, Florida, and Georgia) and Clearpath Diagnostics Inc. (clinical laboratory services in Pennsylvania, New Jersey, and New York). Any model that quantifies or projects synergies from combining operations, cross-referral networks, shared administrative functions, group purchasing arrangements, or other efficiencies is responsive.

2. Integration Plans. Documents outlining post-acquisition integration strategies, operational consolidation plans, management restructuring proposals, or other planning materials that reference expected efficiency gains, cost reductions, or revenue enhancements. Even preliminary or conceptual integration plans are responsive if they were shared with officers or directors.

3. Investment Committee Memoranda. IC memos, to the extent they contain discussion of expected synergies, efficiencies, cost savings, revenue enhancements, or other economic benefits expected to result from the acquisition. As noted above, IC memos frequently contain synergy analysis and should be reviewed carefully for 4(d) content.

4. Board Presentations. Presentations to the board of managers or advisory board that reference synergy projections, efficiency estimates, cost reduction targets, or other economic benefits expected from the transaction.

V. Search Protocols

We recommend the following search protocols to ensure a comprehensive and defensible document collection.

A. Electronic Search

The document collection should encompass a thorough search of all electronic repositories likely to contain responsive materials. Specifically, we request that the client conduct a comprehensive search of the following sources for each identified custodian:

• Email accounts, including all active email folders and archived email repositories;

• Personal and shared network drives, including deal team folders, shared investment team drives, and any other network locations where transaction-related materials are stored;

• Virtual data room ("VDR") materials, including all documents downloaded from or uploaded to the sell-side virtual data room managed by Crestline Baird & Co., as well as any buy-side VDR or document repository maintained by Ardent Capital or Meridian Partners LLC;

• Deal management platforms, including any internal deal tracking systems, CRM platforms, or project management tools used by the Ardent Capital deal team in connection with the Pinnacle transaction; and

• Messaging applications, to the extent used for business communications related to the transaction (e.g., text messages, instant messaging platforms, or collaboration tools such as Meridian Solutions or Northgate Data Systems).

To facilitate the electronic search, we recommend the use of the following search terms (this list is non-exhaustive, and additional terms may be warranted based on the specific facts of the transaction):

• "Pinnacle" or "PHS"

• "ambulatory surgical" or "ASC"

• "market share" or "competitor" or "competition"

• "synergy" or "synergies" or "efficiency" or "efficiencies" or "cost savings"

• "overlap" (to capture any internal analysis of portfolio company overlap with Pinnacle's operations)

• Names of known competitors in the ambulatory surgical center space (please consult with the deal team to identify the specific competitor names most likely to appear in responsive documents)

We recommend that search results be reviewed by a knowledgeable member of the deal team — someone familiar with the substance of the transaction and the documents generated during the evaluation process — before being provided to Calderwood & Harkness for privilege review. This initial review will help to separate clearly non-responsive search hits from potentially responsive materials, reducing the volume of documents requiring formal privilege review while ensuring that no responsive documents are inadvertently excluded.

B. Hard Copy Search

In addition to the electronic search, we request that each identified custodian check his or her physical files, board books, and printed presentations for any responsive materials that may not have been captured electronically. While we recognize that the majority of responsive documents in a modern transaction are maintained in electronic form, hard copy materials — particularly board books, printed presentations, and handwritten notes from investment committee meetings or board meetings — can be responsive and should not be overlooked.

C. Date Range

We recommend that the document search cover the period from the inception of Ardent Capital's consideration of the Pinnacle acquisition through the present date (February 4, 2024). The inception date is estimated to be the date on which Ardent Capital first received a teaser or confidential information memorandum from Crestline Baird & Co. or Meridian Partners LLC regarding the Pinnacle opportunity.

If the precise inception date is uncertain, we recommend starting the search no later than August 1, 2023 — approximately six months prior to the signing of the EPA on January 31, 2024. This date range should capture all documents generated during the deal evaluation, due diligence, and negotiation phases.

If any earlier materials exist — for example, if Ardent Capital previously evaluated and passed on a Pinnacle opportunity or conducted preliminary market research on the ambulatory surgical center sector in connection with its broader healthcare thesis — please advise us so that we can determine whether such earlier materials fall within the scope of Items 4(c) and 4(d).

VI. Privilege Review Protocol

Calderwood & Harkness LLP will conduct the privilege review of all documents collected pursuant to this letter before the documents are included in the HSR filing. The following guidelines govern the privilege review process:

1. Attorney-Client Privilege and Work Product. The attorney-client privilege and work product doctrine may apply to certain collected documents, including but not limited to communications with Calderwood & Harkness LLP, communications with Whitfield & Crane LLP (transaction counsel to the acquirer), communications with other legal advisors, and memoranda or analyses prepared in anticipation of litigation or for the purpose of providing legal advice.

2. Privileged but Non-Responsive Documents. Documents that are subject to privilege but are not otherwise responsive to Items 4(c) or 4(d) need not be produced and will be set aside during the review process.

3. Responsive Documents Containing Privileged Material. If a document that is responsive to Items 4(c) or 4(d) also contains material that is subject to attorney-client privilege or work product protection, Calderwood & Harkness will assess whether a redacted production is appropriate or whether a privilege log entry should be prepared. In certain circumstances, it may be advisable to produce a redacted version of the document with privileged material excised rather than withholding the document in its entirety.

4. Client Instructions on Privilege. We request that the client flag any documents that are believed to be potentially privileged by marking or tagging them as "POTENTIALLY PRIVILEGED" in the collection. However, the client should not self-screen privileged documents out of the collection. All potentially responsive documents — including those believed to contain privileged material — should be provided to Calderwood & Harkness for review. Our team will make the final determination regarding privilege treatment and ensure that any privileged materials are handled appropriately.

VII. Coordination with Portfolio Company Document Collection

An important aspect of the Item 4(c) and 4(d) document collection in this transaction concerns the potential responsiveness of documents held by officers or directors of Ardent Capital's existing portfolio companies in the healthcare sector. Because the "filing person" for HSR purposes encompasses the entire chain of entities controlled by the UPE — including portfolio companies controlled through the fund structure — documents from portfolio company officers or directors may be responsive if those individuals participated in the evaluation or analysis of the Pinnacle transaction.

We understand that Ardent Capital's current healthcare portfolio includes the following entities:

1. Marlowe Asset Management Rehabilitation Holdings LLC — An operator of seventy-four (74) outpatient physical therapy clinics across Texas, Florida, and Georgia, headquartered at 8950 Westheimer Road, Suite 600, Houston, TX 77063. Given the complementary nature of Marlowe Asset Management's physical therapy services and Pinnacle's ambulatory surgical center and physician practice management operations, there may be synergy analyses, cross-referral modeling, or competitive overlap assessments involving both entities.

2. Clearpath Diagnostics Inc. — A clinical laboratory services provider operating in Pennsylvania, New Jersey, and New York, headquartered at 1700 Market Street, Suite 3400, Philadelphia, PA 19103. To the extent Clearpath's laboratory services overlap with or complement Pinnacle's operations, analyses involving both entities may be responsive.

We request confirmation from the client as to whether any officers or directors of Marlowe Asset Management Rehabilitation Holdings LLC or Clearpath Diagnostics Inc. received, reviewed, or prepared any analyses of the Pinnacle transaction — including, without limitation, synergy models, competitive overlap assessments, integration planning documents, or any other materials that would be responsive to Items 4(c) or 4(d). If any such individuals exist, they should be added to the custodian list set forth in Section III above, and their files should be searched using the same electronic and hard copy search protocols described in Section V.

Please provide this confirmation as promptly as possible so that we can incorporate any additional portfolio company custodians into the collection process within the timeline set forth below.

VIII. Timeline and Deadlines

Given the contractual filing deadline and our target filing date, we have established the following timeline for the document collection, privilege review, and HSR filing process:

We wish to emphasize the tightness of this schedule. The February 8, 2024 deadline for the completion of the initial document collection is firm and reflects the minimum amount of time required for Calderwood & Harkness to conduct a thorough privilege review, finalize the document production, and incorporate the Item 4(c) and 4(d) materials into the draft HSR Notification Form before the target filing date. Any delay in the document collection will compress the remaining steps and could jeopardize our ability to file by February 16, 2024. While the contractual deadline provides a cushion through February 22, 2024, our strong recommendation is to adhere to the February 16 target date to maximize the time available for early termination of the waiting period and to demonstrate good faith to the reviewing agency.

IX. Document Delivery Instructions

All collected documents should be provided to Calderwood & Harkness LLP through the following channels:

1. Electronic Documents. Please provide all electronic documents via secure file transfer or encrypted data room link. Elliot Nguyen, Working Associate at Calderwood & Harkness, will arrange access to a secure upload portal and provide credentials to the designated members of your team. Please contact Mr. Nguyen to initiate this process at your earliest convenience.

2. Hard Copy Documents. If any responsive materials exist only in hard copy form, please send them by overnight courier to:

Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022

Attention: Monica Reyes / Elliot Nguyen

3. Organization and Labeling. We request that all documents be organized by custodian and clearly labeled with the custodian's name and the date range of the materials. For electronic files, please create a separate folder for each custodian. For hard copies, please use tabbed dividers or separate binders for each custodian.

4. Questions Regarding Assembly and Delivery. For all questions regarding document assembly, delivery logistics, access to the secure upload portal, and related technical matters, please contact:

Elliot Nguyen Working Associate Calderwood & Harkness LLP Direct: (212) 558-4127

Email: enguyen@calderwoodharkness.com

X. Consequences of Non-Compliance / Deficient Filing

We wish to briefly underscore the importance of a complete and accurate Item 4(c) and 4(d) document production. Failure to produce all responsive documents with the HSR filing could result in serious adverse consequences, including:

• Incomplete Filing Determination. The FTC Premerger Notification Office may deem the filing substantially incomplete if responsive Item 4(c) or 4(d) documents are omitted. An incomplete filing determination would prevent the commencement of the statutory thirty (30) day waiting period, thereby delaying the earliest possible closing date for the transaction.

• Civil Penalties. Material omissions from the HSR filing may expose the filing person to civil penalties under the HSR Act. The maximum civil penalty for HSR Act violations currently exceeds $50,000 per day for each day of non-compliance, and the enforcement agencies have demonstrated an increasing willingness to pursue penalties for filing deficiencies.

• Transaction Timeline Delays. Deficiency notices and supplemental production requests from the PNO can significantly delay the filing and early termination review process, potentially interfering with the parties' ability to close the transaction within the timeline contemplated by the EPA.

For these reasons, completeness and accuracy in the document production are of paramount importance. We ask that your team err on the side of over-inclusion in the initial collection, and allow Calderwood & Harkness to make the final determination regarding responsiveness and privilege during the review process.

XI. Contact Information and Next Steps

The following members of the Calderwood & Harkness team are available to assist you throughout the document collection process:

Monica Reyes — Primary contact for substantive questions regarding document responsiveness, Item 4(c)/4(d) scope, and privilege issues. Partner, Calderwood & Harkness LLP Direct: (212) 558-4093

Email: mreyes@calderwoodharkness.com

Elliot Nguyen — Contact for logistical and technical questions regarding document assembly, delivery, and access to the secure upload portal. Working Associate, Calderwood & Harkness LLP Direct: (212) 558-4127

Email: enguyen@calderwoodharkness.com

Howard Bellamy — Responsible partner, available for escalation on any substantive or strategic matters. Partner, Calderwood & Harkness LLP Direct: (212) 558-4011

Email: hbellamy@calderwoodharkness.com

We request that you and Priya confirm receipt of this letter and confirm the commencement of the document collection process at your earliest convenience, and no later than close of business on February 5, 2024.

In addition, we would welcome the opportunity to schedule a call with the Ardent Capital deal team — including any investment professionals and administrative staff who will be responsible for executing the document collection — to walk through these instructions in detail and answer any questions. Please let us know your availability over the next two business days, and we will coordinate a convenient time.

XII. Closing

Thank you for your prompt attention to this matter. We understand that the timeline is demanding, and we are committed to supporting your team throughout this process to ensure a timely and complete HSR filing. Please do not hesitate to reach out to me or any member of the Calderwood & Harkness team with questions or concerns.

We look forward to your confirmation and to working together to meet the February 16 target filing date.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Monica Reyes Partner Direct: (212) 558-4093

Email: mreyes@calderwoodharkness.com

cc: Howard Bellamy, Partner, Calderwood & Harkness LLP Elliot Nguyen, Working Associate, Calderwood & Harkness LLP David Ostrander, Partner, Whitfield & Crane LLP (transaction counsel to acquirer, for informational purposes)

Date	Milestone
February 4, 2024	This letter delivered to Ardent Capital; document collection begins immediately.
February 8, 2024	Deadline for client to complete initial document collection and provide all potentially responsive documents to Calderwood & Harkness LLP for privilege review.
February 9–11, 2024	Calderwood & Harkness conducts privilege review of all collected documents and prepares final Item 4(c)/4(d) document index and production set.
February 12, 2024	Target date for completion of draft HSR Notification Form, including the Item 4(c)/4(d) document log and all supporting exhibits.
February 16, 2024	Target filing date for simultaneous filing of acquiring person and acquired person HSR notifications (coordinated with Greenvale Durneval LLP, antitrust counsel to Pinnacle).
February 22, 2024	Contractual deadline for HSR filing under EPA §5.4(a).

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP 600 Lexington Avenue New York, NY 10022 Tel: (212) 558-4000
Fax: (212) 558-3588
www.calderwoodharkness.com
February 4, 2024
VIA EMAIL AND OVERNIGHT COURIER
Mr. Julian Desmond Co-Founder & Managing Partner Ardent Capital Management LLC 399 Park Avenue, 41st Floor New York, NY 10022
Ms. Priya Chandrasekar Co-Founder & Managing Partner Ardent Capital Management LLC 399 Park Avenue, 41st Floor New York, NY 10022
Re: Document Collection Instructions — HSR Notification Items 4(c) and 4(d) — Acquisition of Pinnacle Health Systems, Inc.
Matter No.: 1001-00001
Dear Julian and Priya:
I. Purpose of This Letter
As you know, Ardent Capital Management LLC ("Ardent Capital" or the "Company") has engaged Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") to serve as antitrust counsel to Ardent Capital Partners III LP ("Fund III") in connection with the Hart-Scott-Rodino Act ("HSR Act") premerger notification filing required for Ardent Capital's proposed acquisition of one hundred percent (100%) of the outstanding equity interests of Pinnacle Health Systems, Inc., a Delaware corporation ("Pinnacle" or the "Target"). The Equity Purchase Agreement governing the transaction (the "EPA") was executed on January 31, 2024.
Pursuant to Section 5.4(a) of the EPA, the parties are obligated to file their respective HSR notification forms within fifteen (15) business days of the execution of the EPA. Based on the January 31, 2024 execution date, this contractual deadline falls on February 22, 2024. Our team has established a target filing date of February 16, 2024 for the simultaneous filing of the acquiring person and acquired person notifications. The simultaneous filing is being coordinated with Greenvale Durneval LLP, antitrust counsel to Pinnacle. Both filings will be made with the Federal Trade Commission ("FTC") and the Antitrust Division of the U.S. Department of Justice ("DOJ").
The purpose of this letter is to provide you with detailed instructions for collecting, reviewing, and producing all documents responsive to Items 4(c) and 4(d) of the HSR Notification and Report Form (the "Form"). Items 4(c) and 4(d) are among the most substantively significant components of the HSR filing and are the items most frequently scrutinized by the reviewing agency. A timely and complete document collection process is essential to meeting our target filing date and, equally important, to avoiding deficiency notices from the FTC Premerger Notification Office ("PNO") that could delay the commencement of the statutory waiting period and jeopardize the overall transaction timeline.
We ask that you and your team treat the instructions in this letter with the utmost priority. As set forth in detail below, we have established a deadline of February 8, 2024 for the completion of the initial document collection and the delivery of all potentially responsive materials to Calderwood & Harkness for privilege review. Given the compressed timeline, prompt attention to these instructions is critical.
II. Overview of Item 4(c) and Item 4(d) Requirements
This section provides a detailed overview of the legal requirements of Items 4(c) and 4(d) of the Form so that your team has a clear understanding of the scope of the required document collection.
A. Item 4(c) — Documents Analyzing the Transaction with Respect to Competition
Item 4(c) of the Form requires the production of all studies, surveys, analyses, and reports that were prepared by or for any officer(s) or director(s) of the filing person for the purpose of evaluating or analyzing the proposed acquisition with respect to:
• Market shares;
• Competition;
• Competitors;
• Markets; and
• Potential for sales growth or expansion into product or geographic markets.
For purposes of this filing, the "filing person" is the Ultimate Parent Entity ("UPE") — Ardent Capital Management LLC — together with all entities that Ardent Capital Management LLC controls within the meaning of the HSR Act and the implementing rules codified at 16 C.F.R. § 801 et seq. This includes, without limitation, Ardent Capital GP III LLC (the general partner of Fund III) and Ardent Capital Partners III LP (the acquiring fund). It also extends to any portfolio companies controlled by the UPE through the fund structure, as discussed further in Section VII below.
Several important clarifications regarding the scope of Item 4(c) are warranted:
First, documents need not have been prepared solely for the purpose of analyzing competition or competitive dynamics. If a document contains any substantive discussion of the topics listed above — even where such discussion appears as part of a broader financial, operational, or strategic analysis — the document is responsive and must be produced. For example, an investment committee memorandum that is primarily a financial valuation but that includes a section analyzing the competitive landscape of the ambulatory surgical center market would be responsive in its entirety.
Second, Item 4(c) encompasses documents prepared by third-party advisors — including investment banks, financial advisors, consultants, and other intermediaries — where such documents were prepared for or provided to officers or directors of the filing person. This is a critical point. Documents prepared by external advisors do not fall outside the scope of Item 4(c) merely because they were authored by persons who are not employees of Ardent Capital.
Third, and relatedly, we specifically flag that documents prepared by Meridian Partners LLC (your buy-side financial advisor, led by Managing Director Grant Hollister) in connection with this transaction may be responsive to Item 4(c). This includes, but is not limited to, confidential information memoranda, teasers, valuation presentations, market positioning analyses, and any other materials that contain discussion of Pinnacle's competitive position, market share, competitors, or market dynamics. Similarly, any materials received from Crestline Baird & Co. (the sell-side advisor to Pinnacle) that were reviewed by your officers or directors and that contain competitive analysis content should be collected.
B. Item 4(d) — Documents Analyzing the Transaction with Respect to Synergies or Efficiencies
Item 4(d) of the Form requires the production of all studies, surveys, analyses, and reports that were prepared by or for any officer(s) or director(s) for the purpose of evaluating or analyzing the proposed acquisition with respect to:
• Efficiencies;
• Synergies; and
• Revenue enhancements or cost savings expected to result from the transaction.
Item 4(d) is designed to capture documents that discuss the anticipated economic benefits of the combination. In the context of private equity acquisitions, synergy analyses are commonly found in investment committee memoranda, board presentations, financial models projecting post-acquisition performance, and integration planning documents. Any document that projects or analyzes cost savings, revenue synergies, purchasing efficiencies, operational streamlining, or other economic benefits expected to result from combining Pinnacle with Ardent Capital's existing healthcare platform — including potential synergies with portfolio companies such as Marlowe Asset Management Rehabilitation Holdings LLC or Clearpath Diagnostics Inc. — is responsive.
The same "prepared by or for" standard that applies to Item 4(c) also governs Item 4(d). Accordingly, Item 4(d) captures the same universe of custodians and applies to documents prepared by third-party advisors to the same extent as described above. Synergy models or integration analyses prepared by Meridian Partners LLC, Apex Advisory Group LLC, or any other external advisor are responsive if they were prepared for or provided to officers or directors of the filing person.
C. Scope Limitations and Clarifications
To assist your team in distinguishing responsive documents from non-responsive materials, we offer the following scope limitations and clarifications:
1. Transaction-Specific Requirement. Only documents created or received in connection with the specific proposed acquisition of Pinnacle Health Systems, Inc. are responsive to Items 4(c) and 4(d). General market studies, industry reports, or competitive analyses that were not prepared in connection with the evaluation of this specific transaction are not responsive, even if they discuss the ambulatory surgical center industry or healthcare services markets more broadly.
2. Drafts. Drafts of documents are generally not required to be produced unless a draft was itself provided to an officer or director of the filing person. Only final or near-final versions of documents that were shared with officers or directors need be collected. However, if a draft was circulated to a member of the investment committee or the board of managers in the ordinary course, that draft is responsive and should be collected.
3. Publicly Available Materials. Documents that are already in the public domain — such as publicly available industry reports, published market research, or publicly filed documents — need not be produced. However, proprietary analyses that incorporate or build upon publicly available data are responsive and must be produced. For example, an internal memorandum that cites publicly available industry statistics in the course of analyzing Pinnacle's competitive positioning would be responsive notwithstanding its reliance on public data.
4. Ordinary Course Business Documents. There is an important distinction between documents that analyze this specific acquisition with respect to competitive dynamics or synergies (which are responsive) and ordinary course business documents that may discuss competition generally but that were not prepared in connection with the evaluation of the Pinnacle transaction (which are not responsive). If you have questions about whether a particular document falls on one side or the other of this line, please err on the side of inclusion and provide the document to Calderwood & Harkness for review.
III. Identification of Custodians
A critical step in the document collection process is identifying all individuals whose files must be searched for responsive materials. We have identified the following categories of custodians.
A. Primary Custodians
The following individuals' files — including email accounts (active and archived), hard copy files, shared network drives, deal management platforms, and any other document repositories — must be searched comprehensively:
1. Julian Desmond — Co-Founder & Managing Partner, Ardent Capital Management LLC. As an officer and director of the UPE, Mr. Desmond is a mandatory custodian. All documents prepared by or for Mr. Desmond in connection with the Pinnacle transaction that discuss the topics covered by Items 4(c) and 4(d) are responsive.
2. Priya Chandrasekar — Co-Founder & Managing Partner, Ardent Capital Management LLC. As an officer and director of the UPE, Ms. Chandrasekar is likewise a mandatory custodian. The same scope applies.
3. Any other partners, managing directors, or principals at Ardent Capital Management LLC who served on the investment committee or otherwise participated in the evaluation, analysis, or approval of the Pinnacle acquisition. We understand that Ardent Capital's investment committee typically includes the Managing Partners and certain senior investment professionals. Please confirm the full composition of the investment committee that reviewed and approved the Pinnacle transaction, and identify any additional individuals who should be added to this list.
4. Members of the board of managers (or equivalent governing body) of Ardent Capital GP III LLC. To the extent that the board of managers of Ardent Capital GP III LLC reviewed or approved the Pinnacle acquisition, documents prepared by or for those individuals are responsive.
5. Officers or directors of Ardent Capital portfolio companies, to the extent such individuals participated in the analysis or evaluation of the Pinnacle transaction. This category is particularly relevant with respect to the leadership of Marlowe Asset Management Rehabilitation Holdings LLC and Clearpath Diagnostics Inc., given the potential for overlap or synergy analysis between those entities and Pinnacle. We address this category in greater detail in Section VII below.
B. Secondary Custodians / Third-Party Sources
In addition to the primary custodians identified above, the following external advisors and third-party sources are likely to have prepared documents that are responsive to Items 4(c) and 4(d) and that were provided to or prepared for the primary custodians:
1. Meridian Partners LLC (Grant Hollister, Managing Director) — Buy-side financial advisor to Ardent Capital in connection with the Pinnacle transaction. Meridian Partners likely prepared confidential information memoranda, teasers, valuation analyses, market positioning materials, and other advisory presentations that may contain competitive analysis or synergy projections. All such materials that were provided to or prepared for officers or directors of the filing person are potentially responsive.
2. Apex Advisory Group LLC (Christine Varga, Managing Director) — Quality of earnings provider engaged in connection with the transaction. The quality of earnings report and any related analyses may contain competitive or synergy analysis. If so, those portions are responsive.
3. Any other consultants, advisors, or intermediaries engaged by Ardent Capital or its affiliates in connection with the evaluation of the Pinnacle transaction. Please advise if there are additional advisors beyond those identified above whose materials should be collected.
Important Note Regarding Privilege: Calderwood & Harkness LLP will handle the privilege review of all identified documents. The client should not withhold documents from the initial collection on privilege grounds without first consulting our team. If you believe a document may be subject to attorney-client privilege or work product protection, please flag the document as potentially privileged but still include it in the collection provided to Calderwood & Harkness. We will make the final determination regarding privilege and the appropriate treatment of any privileged materials. This point is discussed in greater detail in Section VI below.
IV. Categories of Likely Responsive Documents
To further assist your team in the collection process, we provide below a non-exhaustive list of document types that are commonly responsive to Items 4(c) and 4(d) in the context of private equity acquisitions, with specific guidance tailored to the facts and circumstances of this transaction. This list is intended to be illustrative and should not be treated as a substitute for the comprehensive search protocols described in Section V.
A. Item 4(c) Documents (Competition / Markets)
The following categories of documents are likely to be responsive to Item 4(c):
1. Confidential Information Memoranda (CIMs) and Teasers. Materials received from Crestline Baird & Co. (the sell-side advisor) or from other sources describing Pinnacle's competitive position, market share, geographic footprint, or competitors in the ambulatory surgical center and physician practice management markets. CIMs typically contain extensive competitive analysis and are almost always responsive to Item 4(c).
2. Investment Committee Memoranda. Internal IC memos prepared by the Ardent Capital deal team recommending or analyzing the Pinnacle acquisition, to the extent they discuss competitive dynamics, market share, competitor identification, market positioning, or potential for sales growth or geographic expansion. IC memos are among the most commonly produced Item 4(c) documents in private equity transactions and should be collected in their entirety if they contain any discussion of the covered topics.
3. Board Presentations. Presentations prepared for or delivered to the board of managers of Ardent Capital GP III LLC, the advisory board of Ardent Capital Partners III LP, or any other governing body, to the extent such presentations discuss the transaction's competitive landscape, market share, identified competitors, or market entry and expansion opportunities.
4. Email Chains. Emails among officers and directors of the filing person (and between officers/directors and external advisors) discussing the competitive landscape, market share, competitor positioning, or geographic or product expansion opportunities in connection with the Pinnacle acquisition. We recognize that email searches can be voluminous; the search protocols in Section V are designed to focus the collection on the most likely sources of responsive material.
5. Market Studies or Consultant Reports. Any third-party reports on the ambulatory surgical center industry, physician practice management sector, or related healthcare services markets that were prepared specifically for or used by the Ardent Capital deal team in evaluating this transaction. This includes industry reports commissioned by Ardent Capital from market research firms or consultants, as well as proprietary analyses prepared by Meridian Partners or other advisors.
6. Due Diligence Reports. Portions of due diligence reports that address competitive dynamics, market positioning, competitor identification, or market share analysis. Note that routine financial diligence materials, legal diligence reports, and operational diligence materials are generally not responsive to Item 4(c) unless they contain substantive discussion of competition or competitive conditions.
B. Item 4(d) Documents (Synergies / Efficiencies)
The following categories of documents are likely to be responsive to Item 4(d):
1. Synergy Models. Financial models projecting cost savings, revenue synergies, or operational efficiencies expected to result from the acquisition of Pinnacle. This category is particularly important in this transaction given the potential for synergies between Pinnacle and Ardent Capital's existing healthcare portfolio, including Marlowe Asset Management Rehabilitation Holdings LLC (outpatient physical therapy clinics in Texas, Florida, and Georgia) and Clearpath Diagnostics Inc. (clinical laboratory services in Pennsylvania, New Jersey, and New York). Any model that quantifies or projects synergies from combining operations, cross-referral networks, shared administrative functions, group purchasing arrangements, or other efficiencies is responsive.
2. Integration Plans. Documents outlining post-acquisition integration strategies, operational consolidation plans, management restructuring proposals, or other planning materials that reference expected efficiency gains, cost reductions, or revenue enhancements. Even preliminary or conceptual integration plans are responsive if they were shared with officers or directors.
3. Investment Committee Memoranda. IC memos, to the extent they contain discussion of expected synergies, efficiencies, cost savings, revenue enhancements, or other economic benefits expected to result from the acquisition. As noted above, IC memos frequently contain synergy analysis and should be reviewed carefully for 4(d) content.
4. Board Presentations. Presentations to the board of managers or advisory board that reference synergy projections, efficiency estimates, cost reduction targets, or other economic benefits expected from the transaction.
V. Search Protocols
We recommend the following search protocols to ensure a comprehensive and defensible document collection.
A. Electronic Search
The document collection should encompass a thorough search of all electronic repositories likely to contain responsive materials. Specifically, we request that the client conduct a comprehensive search of the following sources for each identified custodian:
• Email accounts, including all active email folders and archived email repositories;
• Personal and shared network drives, including deal team folders, shared investment team drives, and any other network locations where transaction-related materials are stored;
• Virtual data room ("VDR") materials, including all documents downloaded from or uploaded to the sell-side virtual data room managed by Crestline Baird & Co., as well as any buy-side VDR or document repository maintained by Ardent Capital or Meridian Partners LLC;
• Deal management platforms, including any internal deal tracking systems, CRM platforms, or project management tools used by the Ardent Capital deal team in connection with the Pinnacle transaction; and
• Messaging applications, to the extent used for business communications related to the transaction (e.g., text messages, instant messaging platforms, or collaboration tools such as Meridian Solutions or Northgate Data Systems).
To facilitate the electronic search, we recommend the use of the following search terms (this list is non-exhaustive, and additional terms may be warranted based on the specific facts of the transaction):
• "Pinnacle" or "PHS"
• "ambulatory surgical" or "ASC"
• "market share" or "competitor" or "competition"
• "synergy" or "synergies" or "efficiency" or "efficiencies" or "cost savings"
• "overlap" (to capture any internal analysis of portfolio company overlap with Pinnacle's operations)
• Names of known competitors in the ambulatory surgical center space (please consult with the deal team to identify the specific competitor names most likely to appear in responsive documents)
We recommend that search results be reviewed by a knowledgeable member of the deal team — someone familiar with the substance of the transaction and the documents generated during the evaluation process — before being provided to Calderwood & Harkness for privilege review. This initial review will help to separate clearly non-responsive search hits from potentially responsive materials, reducing the volume of documents requiring formal privilege review while ensuring that no responsive documents are inadvertently excluded.
B. Hard Copy Search
In addition to the electronic search, we request that each identified custodian check his or her physical files, board books, and printed presentations for any responsive materials that may not have been captured electronically. While we recognize that the majority of responsive documents in a modern transaction are maintained in electronic form, hard copy materials — particularly board books, printed presentations, and handwritten notes from investment committee meetings or board meetings — can be responsive and should not be overlooked.
C. Date Range
We recommend that the document search cover the period from the inception of Ardent Capital's consideration of the Pinnacle acquisition through the present date (February 4, 2024). The inception date is estimated to be the date on which Ardent Capital first received a teaser or confidential information memorandum from Crestline Baird & Co. or Meridian Partners LLC regarding the Pinnacle opportunity.
If the precise inception date is uncertain, we recommend starting the search no later than August 1, 2023 — approximately six months prior to the signing of the EPA on January 31, 2024. This date range should capture all documents generated during the deal evaluation, due diligence, and negotiation phases.
If any earlier materials exist — for example, if Ardent Capital previously evaluated and passed on a Pinnacle opportunity or conducted preliminary market research on the ambulatory surgical center sector in connection with its broader healthcare thesis — please advise us so that we can determine whether such earlier materials fall within the scope of Items 4(c) and 4(d).
VI. Privilege Review Protocol
Calderwood & Harkness LLP will conduct the privilege review of all documents collected pursuant to this letter before the documents are included in the HSR filing. The following guidelines govern the privilege review process:
1. Attorney-Client Privilege and Work Product. The attorney-client privilege and work product doctrine may apply to certain collected documents, including but not limited to communications with Calderwood & Harkness LLP, communications with Whitfield & Crane LLP (transaction counsel to the acquirer), communications with other legal advisors, and memoranda or analyses prepared in anticipation of litigation or for the purpose of providing legal advice.
2. Privileged but Non-Responsive Documents. Documents that are subject to privilege but are not otherwise responsive to Items 4(c) or 4(d) need not be produced and will be set aside during the review process.
3. Responsive Documents Containing Privileged Material. If a document that is responsive to Items 4(c) or 4(d) also contains material that is subject to attorney-client privilege or work product protection, Calderwood & Harkness will assess whether a redacted production is appropriate or whether a privilege log entry should be prepared. In certain circumstances, it may be advisable to produce a redacted version of the document with privileged material excised rather than withholding the document in its entirety.
4. Client Instructions on Privilege. We request that the client flag any documents that are believed to be potentially privileged by marking or tagging them as "POTENTIALLY PRIVILEGED" in the collection. However, the client should not self-screen privileged documents out of the collection. All potentially responsive documents — including those believed to contain privileged material — should be provided to Calderwood & Harkness for review. Our team will make the final determination regarding privilege treatment and ensure that any privileged materials are handled appropriately.
VII. Coordination with Portfolio Company Document Collection
An important aspect of the Item 4(c) and 4(d) document collection in this transaction concerns the potential responsiveness of documents held by officers or directors of Ardent Capital's existing portfolio companies in the healthcare sector. Because the "filing person" for HSR purposes encompasses the entire chain of entities controlled by the UPE — including portfolio companies controlled through the fund structure — documents from portfolio company officers or directors may be responsive if those individuals participated in the evaluation or analysis of the Pinnacle transaction.
We understand that Ardent Capital's current healthcare portfolio includes the following entities:
1. Marlowe Asset Management Rehabilitation Holdings LLC — An operator of seventy-four (74) outpatient physical therapy clinics across Texas, Florida, and Georgia, headquartered at 8950 Westheimer Road, Suite 600, Houston, TX 77063. Given the complementary nature of Marlowe Asset Management's physical therapy services and Pinnacle's ambulatory surgical center and physician practice management operations, there may be synergy analyses, cross-referral modeling, or competitive overlap assessments involving both entities.
2. Clearpath Diagnostics Inc. — A clinical laboratory services provider operating in Pennsylvania, New Jersey, and New York, headquartered at 1700 Market Street, Suite 3400, Philadelphia, PA 19103. To the extent Clearpath's laboratory services overlap with or complement Pinnacle's operations, analyses involving both entities may be responsive.
We request confirmation from the client as to whether any officers or directors of Marlowe Asset Management Rehabilitation Holdings LLC or Clearpath Diagnostics Inc. received, reviewed, or prepared any analyses of the Pinnacle transaction — including, without limitation, synergy models, competitive overlap assessments, integration planning documents, or any other materials that would be responsive to Items 4(c) or 4(d). If any such individuals exist, they should be added to the custodian list set forth in Section III above, and their files should be searched using the same electronic and hard copy search protocols described in Section V.
Please provide this confirmation as promptly as possible so that we can incorporate any additional portfolio company custodians into the collection process within the timeline set forth below.
VIII. Timeline and Deadlines
Given the contractual filing deadline and our target filing date, we have established the following timeline for the document collection, privilege review, and HSR filing process:
We wish to emphasize the tightness of this schedule. The February 8, 2024 deadline for the completion of the initial document collection is firm and reflects the minimum amount of time required for Calderwood & Harkness to conduct a thorough privilege review, finalize the document production, and incorporate the Item 4(c) and 4(d) materials into the draft HSR Notification Form before the target filing date. Any delay in the document collection will compress the remaining steps and could jeopardize our ability to file by February 16, 2024. While the contractual deadline provides a cushion through February 22, 2024, our strong recommendation is to adhere to the February 16 target date to maximize the time available for early termination of the waiting period and to demonstrate good faith to the reviewing agency.
IX. Document Delivery Instructions
All collected documents should be provided to Calderwood & Harkness LLP through the following channels:
1. Electronic Documents. Please provide all electronic documents via secure file transfer or encrypted data room link. Elliot Nguyen, Working Associate at Calderwood & Harkness, will arrange access to a secure upload portal and provide credentials to the designated members of your team. Please contact Mr. Nguyen to initiate this process at your earliest convenience.
2. Hard Copy Documents. If any responsive materials exist only in hard copy form, please send them by overnight courier to:
Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022
Attention: Monica Reyes / Elliot Nguyen
3. Organization and Labeling. We request that all documents be organized by custodian and clearly labeled with the custodian's name and the date range of the materials. For electronic files, please create a separate folder for each custodian. For hard copies, please use tabbed dividers or separate binders for each custodian.
4. Questions Regarding Assembly and Delivery. For all questions regarding document assembly, delivery logistics, access to the secure upload portal, and related technical matters, please contact:
Elliot Nguyen Working Associate Calderwood & Harkness LLP Direct: (212) 558-4127
Email: enguyen@calderwoodharkness.com
X. Consequences of Non-Compliance / Deficient Filing
We wish to briefly underscore the importance of a complete and accurate Item 4(c) and 4(d) document production. Failure to produce all responsive documents with the HSR filing could result in serious adverse consequences, including:
• Incomplete Filing Determination. The FTC Premerger Notification Office may deem the filing substantially incomplete if responsive Item 4(c) or 4(d) documents are omitted. An incomplete filing determination would prevent the commencement of the statutory thirty (30) day waiting period, thereby delaying the earliest possible closing date for the transaction.
• Civil Penalties. Material omissions from the HSR filing may expose the filing person to civil penalties under the HSR Act. The maximum civil penalty for HSR Act violations currently exceeds $50,000 per day for each day of non-compliance, and the enforcement agencies have demonstrated an increasing willingness to pursue penalties for filing deficiencies.
• Transaction Timeline Delays. Deficiency notices and supplemental production requests from the PNO can significantly delay the filing and early termination review process, potentially interfering with the parties' ability to close the transaction within the timeline contemplated by the EPA.
For these reasons, completeness and accuracy in the document production are of paramount importance. We ask that your team err on the side of over-inclusion in the initial collection, and allow Calderwood & Harkness to make the final determination regarding responsiveness and privilege during the review process.
XI. Contact Information and Next Steps
The following members of the Calderwood & Harkness team are available to assist you throughout the document collection process:
Monica Reyes — Primary contact for substantive questions regarding document responsiveness, Item 4(c)/4(d) scope, and privilege issues. Partner, Calderwood & Harkness LLP Direct: (212) 558-4093
Email: mreyes@calderwoodharkness.com
Elliot Nguyen — Contact for logistical and technical questions regarding document assembly, delivery, and access to the secure upload portal. Working Associate, Calderwood & Harkness LLP Direct: (212) 558-4127
Email: enguyen@calderwoodharkness.com
Howard Bellamy — Responsible partner, available for escalation on any substantive or strategic matters. Partner, Calderwood & Harkness LLP Direct: (212) 558-4011
Email: hbellamy@calderwoodharkness.com
We request that you and Priya confirm receipt of this letter and confirm the commencement of the document collection process at your earliest convenience, and no later than close of business on February 5, 2024.
In addition, we would welcome the opportunity to schedule a call with the Ardent Capital deal team — including any investment professionals and administrative staff who will be responsible for executing the document collection — to walk through these instructions in detail and answer any questions. Please let us know your availability over the next two business days, and we will coordinate a convenient time.
XII. Closing
Thank you for your prompt attention to this matter. We understand that the timeline is demanding, and we are committed to supporting your team throughout this process to ensure a timely and complete HSR filing. Please do not hesitate to reach out to me or any member of the Calderwood & Harkness team with questions or concerns.
We look forward to your confirmation and to working together to meet the February 16 target filing date.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Monica Reyes Partner Direct: (212) 558-4093
Email: mreyes@calderwoodharkness.com
cc: Howard Bellamy, Partner, Calderwood & Harkness LLP Elliot Nguyen, Working Associate, Calderwood & Harkness LLP David Ostrander, Partner, Whitfield & Crane LLP (transaction counsel to acquirer, for informational purposes)
Date | Milestone
February 4, 2024 | This letter delivered to Ardent Capital; document collection begins immediately.
February 8, 2024 | Deadline for client to complete initial document collection and provide all potentially responsive documents to Calderwood & Harkness LLP for privilege review.
February 9–11, 2024 | Calderwood & Harkness conducts privilege review of all collected documents and prepares final Item 4(c)/4(d) document index and production set.
February 12, 2024 | Target date for completion of draft HSR Notification Form, including the Item 4(c)/4(d) document log and all supporting exhibits.
February 16, 2024 | Target filing date for simultaneous filing of acquiring person and acquired person HSR notifications (coordinated with Greenvale Durneval LLP, antitrust counsel to Pinnacle).
February 22, 2024 | Contractual deadline for HSR filing under EPA §5.4(a).

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