1001-00002 · Ardent Capital Management LLC · LP Consent & Notification

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ARDENT CAPITAL GP III LLC 590 Madison Avenue, 28th Floor New York, NY 10022

March 5, 2024

To: Each Limited Partner of Ardent Capital Partners III LP

Dear Limited Partner:

Re: Notification of Management Company Restructuring — Ardent Capital Partners III LP

I. Purpose of this Letter

Ardent Capital GP III LLC (the "General Partner"), in its capacity as the general partner of Ardent Capital Partners III LP (the "Fund"), is writing to notify all limited partners of the Fund of the completion of a restructuring of the Fund's management company and the realignment of economics among the Fund's principals (the "Restructuring"). We believe it is important that each limited partner receive timely, transparent, and comprehensive disclosure regarding these organizational changes, and this letter is intended to provide that disclosure.

The Restructuring was approved by the Fund's Limited Partner Advisory Committee (the "LPAC") on February 14, 2024, pursuant to Section 9.4 of the Amended and Restated Agreement of Limited Partnership of the Fund, dated as of June 15, 2019, as amended from time to time (the "LPA"). The LPAC's approval was obtained following a detailed presentation by the General Partner and a thorough discussion with the LPAC members regarding the rationale for, and mechanics of, the Restructuring.

All definitive restructuring documents, including the amended and restated limited liability company agreements of the General Partner and Ardent Capital Management LLC (the "Management Company"), were executed on February 28, 2024. The new holding entities described below were duly formed under the laws of the State of Delaware on March 1, 2024. In addition, Amendment No. 1 to the LPA ("Amendment No. 1") was executed effective as of February 28, 2024, to reflect certain conforming changes necessitated by the Restructuring. A summary of the material terms of Amendment No. 1 is set forth in Section VIII below.

This letter is being delivered to all 47 limited partners of the Fund concurrently. We encourage each limited partner to review this letter in its entirety and to contact us with any questions, as described in Section XII below.

II. Background and Rationale

The Fund is a Delaware limited partnership formed in 2019 for the purpose of making control investments in middle-market industrial and business-services companies in North America. The Fund received aggregate capital commitments of approximately $2.8 billion from 47 limited partners, consisting of a diversified base of institutional investors including public and corporate pension systems, endowments and foundations, insurance companies, family offices, sovereign wealth funds, and fund-of-funds vehicles.

As of September 30, 2023, the date of the most recent audited financial statements distributed to limited partners, the Fund had called approximately $1.96 billion, representing approximately 70% of total capital commitments. The Fund currently holds 11 active portfolio company investments, each of which continues to be managed in accordance with the Fund's stated investment strategy. The Fund's investment period is ongoing and is not scheduled to expire until June 30, 2025.

The Restructuring was undertaken by the General Partner and its principals for the following reasons:

(a) Enhanced Governance. The introduction of a holding company structure above the General Partner and the Management Company is intended to create a more streamlined and scalable governance framework for the Ardent platform, facilitating clearer delineation of roles and responsibilities among the principals and providing a more efficient mechanism for the allocation of economics.

(b) Succession Planning. The Restructuring is a critical step in the General Partner's long-term succession planning efforts. By integrating next-generation principals — specifically, Elena Marchetti and Samuel Okonkwo — into the formal ownership structure of the platform through the new holding company, the General Partner is positioning the Ardent organization for leadership continuity and stability over the remaining life of the Fund and into future fund vintages.

(c) Personnel Transitions. The Restructuring accommodates the retirement of David Kellner, Senior Partner, and the voluntary departure of Joanna Trask, Partner, each as described in greater detail in Section IV below, and ensures an orderly transition of their respective responsibilities and economics to the remaining and newly admitted principals.

It is important to note that the Restructuring does not alter the Fund's investment strategy, investment period, management fee rates, carried interest terms, fund term, or any other material economic term of the LPA. The changes effected by the Restructuring are organizational in nature and pertain to the internal structure of the General Partner and the Management Company and to the allocation of economics among the principals.

III. Summary of Restructuring — Entity Structure Changes

Set forth below is a summary of the principal entity-level changes effected as part of the Restructuring.

A. Formation of Ardent Capital Holdings LLC ("HoldCo")

A new Delaware limited liability company, Ardent Capital Holdings LLC ("HoldCo"), was formed on March 1, 2024, and registered with the Delaware Secretary of State under File No. 7948231. HoldCo has been organized to serve as the parent holding company of both (i) the General Partner and (ii) the Management Company, the Fund's SEC-registered investment adviser (CRD No. 298417). HoldCo's limited liability company agreement provides for the governance and economic arrangements among the five post-Restructuring principals described in Section V below.

B. Formation of Ardent GP Intermediate LLC ("GP Intermediate")

A new Delaware limited liability company, Ardent GP Intermediate LLC ("GP Intermediate"), was formed on March 1, 2024, and registered with the Delaware Secretary of State under File No. 7948237. GP Intermediate was organized as an intermediate holding entity positioned between HoldCo and the General Partner in the organizational structure.

C. Post-Restructuring Organizational Structure

Following the Restructuring, the organizational structure of the Ardent platform is as follows:

• HoldCo is the sole member of (i) the Management Company (directly) and (ii) GP Intermediate.

• GP Intermediate is the sole member of the General Partner.

• The General Partner remains the sole general partner of the Fund.

This structure replaces the prior arrangement in which the five senior principals — Marcus Aldridge, Priya Narayanan, David Kellner, Joanna Trask, and Robert Hsiao — held direct membership interests in both the General Partner and the Management Company. Under the new structure, all principal-level economics flow through HoldCo, and the General Partner and the Management Company are each indirectly owned by the principals through HoldCo (and, in the case of the General Partner, through GP Intermediate).

D. Amended and Restated Operating Agreements

In connection with the Restructuring, the limited liability company agreements of both the General Partner and the Management Company have been amended and restated in their entirety (the "Second Amended and Restated LLC Agreements") to reflect the new ownership structure, including the substitution of GP Intermediate as the sole member of the General Partner and HoldCo as the sole member of the Management Company. The Second Amended and Restated LLC Agreements were executed on February 28, 2024, with an effective date of March 1, 2024, coinciding with the formation of HoldCo and GP Intermediate.

IV. Personnel Changes — Departures

A. Retirement of David Kellner, Senior Partner

David Kellner, Senior Partner of the Ardent platform, will retire from the firm effective March 31, 2024. Mr. Kellner has been an integral member of the Ardent team since 2010, and his contributions to the firm's investment program and institutional development over the past 14 years have been invaluable. We are deeply grateful for his dedication and leadership.

In connection with his retirement, Mr. Kellner has withdrawn as a member of each of the General Partner and the Management Company, effective as of the execution of the Restructuring documents on February 28, 2024. Following his retirement, Mr. Kellner will transition to a Senior Advisor role with the firm. In this capacity, Mr. Kellner will provide advisory services to the Fund and the General Partner on a limited and non-exclusive basis, including consultation on certain portfolio company matters as reasonably requested by the Managing Partners. Mr. Kellner's Senior Advisor engagement is governed by a separate advisory agreement and does not involve any ongoing management or investment decision-making authority with respect to the Fund.

B. Departure of Joanna Trask, Partner

Joanna Trask, Partner, will depart the firm effective April 15, 2024, to pursue other professional opportunities. Ms. Trask has been with the Ardent platform since 2013 and has made meaningful contributions to the Fund's investment activities during her tenure. We wish her well in her future endeavors.

In connection with her departure, Ms. Trask has withdrawn as a member of each of the General Partner and the Management Company, effective as of the execution of the Restructuring documents on February 28, 2024. Ms. Trask will have no ongoing role with the Fund, the General Partner, or the Management Company following her departure date.

C. Impact on Key Person Provisions

Section 5.2 of the LPA designates Marcus Aldridge and Priya Narayanan as the Fund's "Key Persons" for purposes of the Key Person provisions set forth therein. Neither David Kellner nor Joanna Trask is a designated Key Person under the LPA.

Accordingly, the departures of Mr. Kellner and Ms. Trask do not constitute a "Key Person Event" as defined in Section 5.2 of the LPA, and no suspension of the Fund's investment period or other consequences under the Key Person provisions have been triggered or are anticipated.

Both Mr. Aldridge and Ms. Narayanan will continue to serve as Co-Founders and Managing Partners of the General Partner and the Management Company, and each will continue to devote substantially all of his or her business time and professional efforts to the management and affairs of the Fund, consistent with their obligations under the LPA and the Management Company's advisory agreement with the Fund.

V. Economics Realignment — Post-Restructuring Principals

As part of the Restructuring, the economic interests previously held by Mr. Kellner and Ms. Trask have been reallocated among the remaining principals and two newly admitted next-generation principals. The five individuals who now hold membership interests in HoldCo, together with their respective ownership percentages and titles, are as follows:

Ms. Marchetti and Mr. Okonkwo are existing members of the Ardent investment team who have been promoted and admitted as members of HoldCo in connection with the Restructuring. Both individuals have served on the Ardent platform for multiple years and have demonstrated the leadership, judgment, and investment acumen that the Managing Partners believe are essential to the long-term success of the Ardent organization.

The economics realignment pertains exclusively to the internal allocation of carried interest distributions and management fee profit share among the principals through HoldCo. The realignment does not affect any Fund-level economic term, including, without limitation:

• The Fund's carried interest rate, which remains at 20% of net profits;

• The Fund's preferred return hurdle, which remains at 8%;

• The aggregate amount of carried interest payable by the Fund or any limited partner; or

• The management fee rates payable by the Fund.

Limited partners will not experience any change in the economics of their investment in the Fund as a result of the realignment.

VI. GP Commitment

The General Partner maintains a commitment to the Fund equal to 1.5% of total Fund commitments, or $42 million in the aggregate (the "GP Commitment"). The GP Commitment is funded by the principals and, prior to the Restructuring, was allocated among the five then-current principals in proportion to their respective ownership interests in the General Partner.

In connection with the departures of Mr. Kellner and Ms. Trask, the unfunded portions of their respective shares of the GP Commitment have been assumed by the remaining HoldCo members on a pro rata basis, in accordance with their post-Restructuring HoldCo membership interests. The funded portions of Mr. Kellner's and Ms. Trask's GP Commitment contributions remain invested in the Fund and will be treated in accordance with the terms of the LPA and the applicable withdrawal and separation agreements.

The total GP Commitment amount remains unchanged at $42 million, and the General Partner's obligation to fund capital calls in respect of the GP Commitment continues in full force and effect. No limited partner's capital commitment or obligation has been affected by this reallocation.

VII. LPAC Consent

In accordance with Section 9.4 of the LPA, the General Partner solicited and obtained the consent of the LPAC to the Restructuring prior to the execution of the definitive Restructuring documents.

The LPAC convened a meeting on February 14, 2024, at which representatives of the General Partner presented the terms and rationale of the Restructuring in detail. Following a comprehensive discussion and a question-and-answer session, the LPAC voted unanimously to approve the Restructuring, including the following specific actions:

(a) the formation of HoldCo and GP Intermediate;

(b) the amendment and restatement of the limited liability company agreements of the General Partner and the Management Company;

(d) the reallocation of carried interest and management fee profit share economics among the principals through HoldCo; and

(e) the departures of Mr. Kellner and Ms. Trask from the General Partner and the Management Company.

The current members of the LPAC, each of whom participated in the February 14, 2024 meeting and voted in favor of the Restructuring, are as follows:

The LPAC's consent was obtained in compliance with the procedural and substantive requirements of Section 9.4 of the LPA, including applicable notice and quorum provisions.

VIII. Amendment No. 1 to the LPA

Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP was executed effective as of February 28, 2024. Amendment No. 1 reflects the organizational changes effected by the Restructuring and makes certain conforming amendments to the LPA, including the following:

(a) Defined Terms. Amendment No. 1 updates the definitions of "General Partner," "Key Persons," and "Management Company" to reflect the post-Restructuring organizational structure, including references to HoldCo and GP Intermediate, and to reflect the current roster of designated Key Persons (Marcus Aldridge and Priya Narayanan).

(b) Section 5.2 (Key Person). Section 5.2 has been amended to make conforming updates to reflect the current ownership structure and to confirm that the designated Key Persons remain unchanged.

(c) Section 8.3 (Transfer of GP Interest). Section 8.3 has been amended to address the interposition of GP Intermediate between HoldCo and the General Partner and to clarify that transfers of interests in HoldCo are subject to the transfer restrictions and consent requirements previously applicable to transfers of direct interests in the General Partner.

(d) GP Commitment Provisions. The LPA's GP commitment provisions have been updated to reflect the assumption by the remaining HoldCo members of the unfunded portions of the GP Commitment shares previously attributable to Mr. Kellner and Ms. Trask.

(e) Section 9.4 (LPAC Consent). Section 9.4 has been amended to make conforming changes reflecting the Restructuring and the LPAC's approval thereof.

Amendment No. 1 does not alter any material economic term of the LPA, including management fees, carried interest, preferred return, fund term, investment period, or limited partner clawback obligations.

A copy of Amendment No. 1 is available to any limited partner upon request. Please contact the General Partner at the address set forth in Section XII below to obtain a copy.

IX. Confirmation — No Changes to Fund Terms

For the avoidance of doubt, the General Partner wishes to confirm that the Restructuring does not result in any change to the following material terms of the Fund:

Investment Strategy. No change. The Fund will continue to pursue control investments in middle-market industrial and business-services companies in North America, consistent with the investment strategy described in the Fund's Confidential Private Placement Memorandum dated April 2019 and the LPA.

Management Fee. No change. The management fee payable by the Fund remains at 1.75% per annum on committed capital during the investment period and 1.50% per annum on invested capital (net of write-downs and write-offs) following the expiration or termination of the investment period.

Investment Period. No change. The Fund's investment period is scheduled to end on June 30, 2025, subject to the terms of the LPA.

Carried Interest. No change to the Fund-level carried interest rate, which remains at 20% of net profits, subject to an 8% preferred return and a full catch-up to the General Partner. The reallocation described in Section V above pertains solely to the internal allocation of carried interest distributions among the principals through HoldCo and does not affect the aggregate carried interest payable by the Fund or any individual limited partner.

Fund Term. No change. The Fund's term expires on December 31, 2029, subject to two one-year extensions at the discretion of the General Partner, in accordance with the terms of the LPA.

Portfolio. The Fund continues to hold 11 active portfolio company investments. No portfolio company dispositions or new investments have been made in connection with the Restructuring.

X. Regulatory Filings

The Management Company filed an amendment to its Form ADV with the U.S. Securities and Exchange Commission (the "SEC") on March 10, 2024 (the "ADV Amendment"), to reflect the changes to the Management Company's ownership structure resulting from the Restructuring. The ADV Amendment includes:

(a) updated ownership and control information reflecting HoldCo's status as the sole member of the Management Company;

(b) the removal of Mr. Kellner and Ms. Trask as control persons of the Management Company; and

The Management Company's updated Form ADV Part 2A (the "Brochure") will be delivered to limited partners in connection with the Management Company's next annual amendment, or sooner upon request. Limited partners may also access the Management Company's current Form ADV filing through the SEC's Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov.

XI. Side-Letter Compliance

The General Partner has undertaken a comprehensive review of all existing side letters and supplemental agreements entered into with limited partners of the Fund in connection with the Restructuring. Based on this review, the General Partner has confirmed that the Restructuring has been effected in compliance with all applicable notification, consent, most-favored-nation, and other requirements contained in such side letters.

Certain limited partners have side-letter provisions that provide for expanded key-person protections, enhanced notification rights in connection with management-structure changes, or other provisions that may be implicated by the Restructuring. Those limited partners have received, or will receive under separate cover, individualized notifications as required by the specific terms of their respective side letters. If you believe that your side letter contains provisions requiring additional notice or consent in connection with the Restructuring and you have not received a separate communication from us, please contact us promptly at the address set forth in Section XII below.

XII. Contact Information

Any questions regarding the Restructuring, the terms of Amendment No. 1, or any other matter discussed in this letter should be directed to:

Marcus Aldridge or Priya Narayanan Co-Founders & Managing Partners Ardent Capital GP III LLC 590 Madison Avenue, 28th Floor New York, NY 10022 Telephone: (212) 555-9100

Email: investor.relations@ardentcapital.com

The Fund's outside counsel for the Restructuring is also available to address questions from limited partners or their counsel:

Nicholas Stern, Partner Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, NY 10006 Telephone: (212) 555-7400

Email: nstern@calderwoodharkness.com

XIII. Closing

The General Partner thanks each limited partner for its continued confidence in and support of Ardent Capital Partners III LP. We remain firmly committed to the disciplined execution of the Fund's investment strategy and to the transparent communication with our limited partners that has been a hallmark of the Ardent platform since its inception. We look forward to continuing to work together to generate attractive, long-term returns for the Fund's investors.

Very truly yours,

ARDENT CAPITAL GP III LLC as General Partner of Ardent Capital Partners III LP

By: ________

Name: Marcus Aldridge

Title: Co-Founder & Managing Partner

By: ________

Name: Priya Narayanan

Title: Co-Founder & Managing Partner

Enclosures / Availability of Documents

A copy of Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP and additional details regarding the Restructuring are available to limited partners upon request. The LPAC Presentation Memorandum summarizing the Restructuring, which was previously distributed to LPAC members on February 7, 2024, is also available to all limited partners upon request. Requests should be directed to Ardent Capital GP III LLC at the address set forth above or via email to investor.relations@ardentcapital.com.

This letter and the information contained herein are confidential and are intended solely for the limited partners of the Fund. This letter does not constitute an offer to sell or a solicitation of an offer to purchase any interest in the Fund or any other investment vehicle managed by the General Partner or its affiliates.

Principal	Title	HoldCo Membership Interest
Marcus Aldridge	Co-Founder & Managing Partner	42%
Priya Narayanan	Co-Founder & Managing Partner	36%
Robert Hsiao	Partner	14%
Elena Marchetti	Principal	4%
Samuel Okonkwo	Principal	4%
Total	100%
LPAC Member	Representative	Title
Ridgeline Public Employees' Retirement System	Thomas Engström	Chief Investment Officer
Crestwood Endowment Partners	Annika Johansson	Director of Private Equity
Pinnacle Insurance Group	Derek Mallinson	Head of Alternatives
Graystone Family Office LLC	Catherine Whitfield	Managing Director

ARDENT CAPITAL GP III LLC 590 Madison Avenue, 28th Floor New York, NY 10022
March 5, 2024
To: Each Limited Partner of Ardent Capital Partners III LP
Dear Limited Partner:
Re: Notification of Management Company Restructuring — Ardent Capital Partners III LP
I. Purpose of this Letter
Ardent Capital GP III LLC (the "General Partner"), in its capacity as the general partner of Ardent Capital Partners III LP (the "Fund"), is writing to notify all limited partners of the Fund of the completion of a restructuring of the Fund's management company and the realignment of economics among the Fund's principals (the "Restructuring"). We believe it is important that each limited partner receive timely, transparent, and comprehensive disclosure regarding these organizational changes, and this letter is intended to provide that disclosure.
The Restructuring was approved by the Fund's Limited Partner Advisory Committee (the "LPAC") on February 14, 2024, pursuant to Section 9.4 of the Amended and Restated Agreement of Limited Partnership of the Fund, dated as of June 15, 2019, as amended from time to time (the "LPA"). The LPAC's approval was obtained following a detailed presentation by the General Partner and a thorough discussion with the LPAC members regarding the rationale for, and mechanics of, the Restructuring.
All definitive restructuring documents, including the amended and restated limited liability company agreements of the General Partner and Ardent Capital Management LLC (the "Management Company"), were executed on February 28, 2024. The new holding entities described below were duly formed under the laws of the State of Delaware on March 1, 2024. In addition, Amendment No. 1 to the LPA ("Amendment No. 1") was executed effective as of February 28, 2024, to reflect certain conforming changes necessitated by the Restructuring. A summary of the material terms of Amendment No. 1 is set forth in Section VIII below.
This letter is being delivered to all 47 limited partners of the Fund concurrently. We encourage each limited partner to review this letter in its entirety and to contact us with any questions, as described in Section XII below.
II. Background and Rationale
The Fund is a Delaware limited partnership formed in 2019 for the purpose of making control investments in middle-market industrial and business-services companies in North America. The Fund received aggregate capital commitments of approximately $2.8 billion from 47 limited partners, consisting of a diversified base of institutional investors including public and corporate pension systems, endowments and foundations, insurance companies, family offices, sovereign wealth funds, and fund-of-funds vehicles.
As of September 30, 2023, the date of the most recent audited financial statements distributed to limited partners, the Fund had called approximately $1.96 billion, representing approximately 70% of total capital commitments. The Fund currently holds 11 active portfolio company investments, each of which continues to be managed in accordance with the Fund's stated investment strategy. The Fund's investment period is ongoing and is not scheduled to expire until June 30, 2025.
The Restructuring was undertaken by the General Partner and its principals for the following reasons:
(a) Enhanced Governance. The introduction of a holding company structure above the General Partner and the Management Company is intended to create a more streamlined and scalable governance framework for the Ardent platform, facilitating clearer delineation of roles and responsibilities among the principals and providing a more efficient mechanism for the allocation of economics.
(b) Succession Planning. The Restructuring is a critical step in the General Partner's long-term succession planning efforts. By integrating next-generation principals — specifically, Elena Marchetti and Samuel Okonkwo — into the formal ownership structure of the platform through the new holding company, the General Partner is positioning the Ardent organization for leadership continuity and stability over the remaining life of the Fund and into future fund vintages.
(c) Personnel Transitions. The Restructuring accommodates the retirement of David Kellner, Senior Partner, and the voluntary departure of Joanna Trask, Partner, each as described in greater detail in Section IV below, and ensures an orderly transition of their respective responsibilities and economics to the remaining and newly admitted principals.
It is important to note that the Restructuring does not alter the Fund's investment strategy, investment period, management fee rates, carried interest terms, fund term, or any other material economic term of the LPA. The changes effected by the Restructuring are organizational in nature and pertain to the internal structure of the General Partner and the Management Company and to the allocation of economics among the principals.
III. Summary of Restructuring — Entity Structure Changes
Set forth below is a summary of the principal entity-level changes effected as part of the Restructuring.
A. Formation of Ardent Capital Holdings LLC ("HoldCo")
A new Delaware limited liability company, Ardent Capital Holdings LLC ("HoldCo"), was formed on March 1, 2024, and registered with the Delaware Secretary of State under File No. 7948231. HoldCo has been organized to serve as the parent holding company of both (i) the General Partner and (ii) the Management Company, the Fund's SEC-registered investment adviser (CRD No. 298417). HoldCo's limited liability company agreement provides for the governance and economic arrangements among the five post-Restructuring principals described in Section V below.
B. Formation of Ardent GP Intermediate LLC ("GP Intermediate")
A new Delaware limited liability company, Ardent GP Intermediate LLC ("GP Intermediate"), was formed on March 1, 2024, and registered with the Delaware Secretary of State under File No. 7948237. GP Intermediate was organized as an intermediate holding entity positioned between HoldCo and the General Partner in the organizational structure.
C. Post-Restructuring Organizational Structure
Following the Restructuring, the organizational structure of the Ardent platform is as follows:
•  HoldCo is the sole member of (i) the Management Company (directly) and (ii) GP Intermediate.
•  GP Intermediate is the sole member of the General Partner.
•  The General Partner remains the sole general partner of the Fund.
This structure replaces the prior arrangement in which the five senior principals — Marcus Aldridge, Priya Narayanan, David Kellner, Joanna Trask, and Robert Hsiao — held direct membership interests in both the General Partner and the Management Company. Under the new structure, all principal-level economics flow through HoldCo, and the General Partner and the Management Company are each indirectly owned by the principals through HoldCo (and, in the case of the General Partner, through GP Intermediate).
D. Amended and Restated Operating Agreements
In connection with the Restructuring, the limited liability company agreements of both the General Partner and the Management Company have been amended and restated in their entirety (the "Second Amended and Restated LLC Agreements") to reflect the new ownership structure, including the substitution of GP Intermediate as the sole member of the General Partner and HoldCo as the sole member of the Management Company. The Second Amended and Restated LLC Agreements were executed on February 28, 2024, with an effective date of March 1, 2024, coinciding with the formation of HoldCo and GP Intermediate.
IV. Personnel Changes — Departures
A. Retirement of David Kellner, Senior Partner
David Kellner, Senior Partner of the Ardent platform, will retire from the firm effective March 31, 2024. Mr. Kellner has been an integral member of the Ardent team since 2010, and his contributions to the firm's investment program and institutional development over the past 14 years have been invaluable. We are deeply grateful for his dedication and leadership.
In connection with his retirement, Mr. Kellner has withdrawn as a member of each of the General Partner and the Management Company, effective as of the execution of the Restructuring documents on February 28, 2024. Following his retirement, Mr. Kellner will transition to a Senior Advisor role with the firm. In this capacity, Mr. Kellner will provide advisory services to the Fund and the General Partner on a limited and non-exclusive basis, including consultation on certain portfolio company matters as reasonably requested by the Managing Partners. Mr. Kellner's Senior Advisor engagement is governed by a separate advisory agreement and does not involve any ongoing management or investment decision-making authority with respect to the Fund.
B. Departure of Joanna Trask, Partner
Joanna Trask, Partner, will depart the firm effective April 15, 2024, to pursue other professional opportunities. Ms. Trask has been with the Ardent platform since 2013 and has made meaningful contributions to the Fund's investment activities during her tenure. We wish her well in her future endeavors.
In connection with her departure, Ms. Trask has withdrawn as a member of each of the General Partner and the Management Company, effective as of the execution of the Restructuring documents on February 28, 2024. Ms. Trask will have no ongoing role with the Fund, the General Partner, or the Management Company following her departure date.
C. Impact on Key Person Provisions
Section 5.2 of the LPA designates Marcus Aldridge and Priya Narayanan as the Fund's "Key Persons" for purposes of the Key Person provisions set forth therein. Neither David Kellner nor Joanna Trask is a designated Key Person under the LPA.
Accordingly, the departures of Mr. Kellner and Ms. Trask do not constitute a "Key Person Event" as defined in Section 5.2 of the LPA, and no suspension of the Fund's investment period or other consequences under the Key Person provisions have been triggered or are anticipated.
Both Mr. Aldridge and Ms. Narayanan will continue to serve as Co-Founders and Managing Partners of the General Partner and the Management Company, and each will continue to devote substantially all of his or her business time and professional efforts to the management and affairs of the Fund, consistent with their obligations under the LPA and the Management Company's advisory agreement with the Fund.
V. Economics Realignment — Post-Restructuring Principals
As part of the Restructuring, the economic interests previously held by Mr. Kellner and Ms. Trask have been reallocated among the remaining principals and two newly admitted next-generation principals. The five individuals who now hold membership interests in HoldCo, together with their respective ownership percentages and titles, are as follows:
Ms. Marchetti and Mr. Okonkwo are existing members of the Ardent investment team who have been promoted and admitted as members of HoldCo in connection with the Restructuring. Both individuals have served on the Ardent platform for multiple years and have demonstrated the leadership, judgment, and investment acumen that the Managing Partners believe are essential to the long-term success of the Ardent organization.
The economics realignment pertains exclusively to the internal allocation of carried interest distributions and management fee profit share among the principals through HoldCo. The realignment does not affect any Fund-level economic term, including, without limitation:
•  The Fund's carried interest rate, which remains at 20% of net profits;
•  The Fund's preferred return hurdle, which remains at 8%;
•  The aggregate amount of carried interest payable by the Fund or any limited partner; or
•  The management fee rates payable by the Fund.
Limited partners will not experience any change in the economics of their investment in the Fund as a result of the realignment.
VI. GP Commitment
The General Partner maintains a commitment to the Fund equal to 1.5% of total Fund commitments, or $42 million in the aggregate (the "GP Commitment"). The GP Commitment is funded by the principals and, prior to the Restructuring, was allocated among the five then-current principals in proportion to their respective ownership interests in the General Partner.
In connection with the departures of Mr. Kellner and Ms. Trask, the unfunded portions of their respective shares of the GP Commitment have been assumed by the remaining HoldCo members on a pro rata basis, in accordance with their post-Restructuring HoldCo membership interests. The funded portions of Mr. Kellner's and Ms. Trask's GP Commitment contributions remain invested in the Fund and will be treated in accordance with the terms of the LPA and the applicable withdrawal and separation agreements.
The total GP Commitment amount remains unchanged at $42 million, and the General Partner's obligation to fund capital calls in respect of the GP Commitment continues in full force and effect. No limited partner's capital commitment or obligation has been affected by this reallocation.
VII. LPAC Consent
In accordance with Section 9.4 of the LPA, the General Partner solicited and obtained the consent of the LPAC to the Restructuring prior to the execution of the definitive Restructuring documents.
The LPAC convened a meeting on February 14, 2024, at which representatives of the General Partner presented the terms and rationale of the Restructuring in detail. Following a comprehensive discussion and a question-and-answer session, the LPAC voted unanimously to approve the Restructuring, including the following specific actions:
(a) the formation of HoldCo and GP Intermediate;
(b) the amendment and restatement of the limited liability company agreements of the General Partner and the Management Company;
(c) the execution of Amendment No. 1 to the LPA;
(d) the reallocation of carried interest and management fee profit share economics among the principals through HoldCo; and
(e) the departures of Mr. Kellner and Ms. Trask from the General Partner and the Management Company.
The current members of the LPAC, each of whom participated in the February 14, 2024 meeting and voted in favor of the Restructuring, are as follows:
The LPAC's consent was obtained in compliance with the procedural and substantive requirements of Section 9.4 of the LPA, including applicable notice and quorum provisions.
VIII. Amendment No. 1 to the LPA
Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP was executed effective as of February 28, 2024. Amendment No. 1 reflects the organizational changes effected by the Restructuring and makes certain conforming amendments to the LPA, including the following:
(a) Defined Terms. Amendment No. 1 updates the definitions of "General Partner," "Key Persons," and "Management Company" to reflect the post-Restructuring organizational structure, including references to HoldCo and GP Intermediate, and to reflect the current roster of designated Key Persons (Marcus Aldridge and Priya Narayanan).
(b) Section 5.2 (Key Person). Section 5.2 has been amended to make conforming updates to reflect the current ownership structure and to confirm that the designated Key Persons remain unchanged.
(c) Section 8.3 (Transfer of GP Interest). Section 8.3 has been amended to address the interposition of GP Intermediate between HoldCo and the General Partner and to clarify that transfers of interests in HoldCo are subject to the transfer restrictions and consent requirements previously applicable to transfers of direct interests in the General Partner.
(d) GP Commitment Provisions. The LPA's GP commitment provisions have been updated to reflect the assumption by the remaining HoldCo members of the unfunded portions of the GP Commitment shares previously attributable to Mr. Kellner and Ms. Trask.
(e) Section 9.4 (LPAC Consent). Section 9.4 has been amended to make conforming changes reflecting the Restructuring and the LPAC's approval thereof.
Amendment No. 1 does not alter any material economic term of the LPA, including management fees, carried interest, preferred return, fund term, investment period, or limited partner clawback obligations.
A copy of Amendment No. 1 is available to any limited partner upon request. Please contact the General Partner at the address set forth in Section XII below to obtain a copy.
IX. Confirmation — No Changes to Fund Terms
For the avoidance of doubt, the General Partner wishes to confirm that the Restructuring does not result in any change to the following material terms of the Fund:
Investment Strategy. No change. The Fund will continue to pursue control investments in middle-market industrial and business-services companies in North America, consistent with the investment strategy described in the Fund's Confidential Private Placement Memorandum dated April 2019 and the LPA.
Management Fee. No change. The management fee payable by the Fund remains at 1.75% per annum on committed capital during the investment period and 1.50% per annum on invested capital (net of write-downs and write-offs) following the expiration or termination of the investment period.
Investment Period. No change. The Fund's investment period is scheduled to end on June 30, 2025, subject to the terms of the LPA.
Carried Interest. No change to the Fund-level carried interest rate, which remains at 20% of net profits, subject to an 8% preferred return and a full catch-up to the General Partner. The reallocation described in Section V above pertains solely to the internal allocation of carried interest distributions among the principals through HoldCo and does not affect the aggregate carried interest payable by the Fund or any individual limited partner.
Fund Term. No change. The Fund's term expires on December 31, 2029, subject to two one-year extensions at the discretion of the General Partner, in accordance with the terms of the LPA.
Portfolio. The Fund continues to hold 11 active portfolio company investments. No portfolio company dispositions or new investments have been made in connection with the Restructuring.
X. Regulatory Filings
The Management Company filed an amendment to its Form ADV with the U.S. Securities and Exchange Commission (the "SEC") on March 10, 2024 (the "ADV Amendment"), to reflect the changes to the Management Company's ownership structure resulting from the Restructuring. The ADV Amendment includes:
(a) updated ownership and control information reflecting HoldCo's status as the sole member of the Management Company;
(b) the removal of Mr. Kellner and Ms. Trask as control persons of the Management Company; and
(c) the addition of Ms. Marchetti and Mr. Okonkwo as supervised persons of the Management Company.
The Management Company's updated Form ADV Part 2A (the "Brochure") will be delivered to limited partners in connection with the Management Company's next annual amendment, or sooner upon request. Limited partners may also access the Management Company's current Form ADV filing through the SEC's Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov.
XI. Side-Letter Compliance
The General Partner has undertaken a comprehensive review of all existing side letters and supplemental agreements entered into with limited partners of the Fund in connection with the Restructuring. Based on this review, the General Partner has confirmed that the Restructuring has been effected in compliance with all applicable notification, consent, most-favored-nation, and other requirements contained in such side letters.
Certain limited partners have side-letter provisions that provide for expanded key-person protections, enhanced notification rights in connection with management-structure changes, or other provisions that may be implicated by the Restructuring. Those limited partners have received, or will receive under separate cover, individualized notifications as required by the specific terms of their respective side letters. If you believe that your side letter contains provisions requiring additional notice or consent in connection with the Restructuring and you have not received a separate communication from us, please contact us promptly at the address set forth in Section XII below.
XII. Contact Information
Any questions regarding the Restructuring, the terms of Amendment No. 1, or any other matter discussed in this letter should be directed to:
Marcus Aldridge or Priya Narayanan Co-Founders & Managing Partners Ardent Capital GP III LLC 590 Madison Avenue, 28th Floor New York, NY 10022 Telephone: (212) 555-9100
Email: investor.relations@ardentcapital.com
The Fund's outside counsel for the Restructuring is also available to address questions from limited partners or their counsel:
Nicholas Stern, Partner Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, NY 10006 Telephone: (212) 555-7400
Email: nstern@calderwoodharkness.com
XIII. Closing
The General Partner thanks each limited partner for its continued confidence in and support of Ardent Capital Partners III LP. We remain firmly committed to the disciplined execution of the Fund's investment strategy and to the transparent communication with our limited partners that has been a hallmark of the Ardent platform since its inception. We look forward to continuing to work together to generate attractive, long-term returns for the Fund's investors.
Very truly yours,
ARDENT CAPITAL GP III LLC as General Partner of Ardent Capital Partners III LP
By: ________
Name: Marcus Aldridge
Title: Co-Founder & Managing Partner
By: ________
Name: Priya Narayanan
Title: Co-Founder & Managing Partner
Enclosures / Availability of Documents
A copy of Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP and additional details regarding the Restructuring are available to limited partners upon request. The LPAC Presentation Memorandum summarizing the Restructuring, which was previously distributed to LPAC members on February 7, 2024, is also available to all limited partners upon request. Requests should be directed to Ardent Capital GP III LLC at the address set forth above or via email to investor.relations@ardentcapital.com.
This letter and the information contained herein are confidential and are intended solely for the limited partners of the Fund. This letter does not constitute an offer to sell or a solicitation of an offer to purchase any interest in the Fund or any other investment vehicle managed by the General Partner or its affiliates.
Principal | Title | HoldCo Membership Interest
Marcus Aldridge | Co-Founder & Managing Partner | 42%
Priya Narayanan | Co-Founder & Managing Partner | 36%
Robert Hsiao | Partner | 14%
Elena Marchetti | Principal | 4%
Samuel Okonkwo | Principal | 4%
Total | 100%
LPAC Member | Representative | Title
Ridgeline Public Employees' Retirement System | Thomas Engström | Chief Investment Officer
Crestwood Endowment Partners | Annika Johansson | Director of Private Equity
Pinnacle Insurance Group | Derek Mallinson | Head of Alternatives
Graystone Family Office LLC | Catherine Whitfield | Managing Director

ARDENT CAPITAL GP III LLC 590 Madison Avenue, 28th Floor New York, NY 10022

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