[sheet: Closing Checklist]

Item No.	Category	Document Description	Responsible Party	Counterparty / Recipient	Due Date	Delivery Status	Date Delivered	Notes
1	I. Core Transaction Documents	Asset Purchase Agreement — Execution Version (dated April 2, 2024), between Ardent Healthcare Acquisition Corp. and Cardinal Peak Industries, Inc.	Calderwood & Harkness LLP / Barrow, Kensington & Pratt LLP	All Parties	June 30, 2024	Delivered	April 2, 2024 (signed); June 30, 2024 (closing)	Base Purchase Price: $620,000,000; DE governing law; executed April 2, 2024; closing effected June 30, 2024
2	I. Core Transaction Documents	Disclosure Schedules to Asset Purchase Agreement (Buyer's and Seller's schedules)	Calderwood & Harkness LLP / Barrow, Kensington & Pratt LLP	Buyer / Seller	April 2, 2024	Delivered	April 2, 2024	Delivered concurrently with APA execution; covers excluded assets, excluded liabilities, material contracts, real property leases (37 locations), IP (PeakConnect, U.S. Reg. No. 5,412,887), Dawson litigation (Case No. 3:23-cv-01847), employee matters, healthcare permits, environmental, insurance
3	I. Core Transaction Documents	Bill of Sale — CPI to Ardent Healthcare Acquisition Corp.	Calderwood & Harkness LLP	Buyer	June 30, 2024	Delivered	June 30, 2024	Transfers all personal property assets included in acquired assets
4	I. Core Transaction Documents	Assignment and Assumption Agreement — CPI (assignor) to Ardent Healthcare Acquisition Corp. (assignee)	Calderwood & Harkness LLP	Buyer / Seller	June 30, 2024	Delivered	June 30, 2024	Assigns assumed contracts and assumed liabilities (trade payables, assumed contract obligations, accrued PTO); expressly excludes Dawson litigation and pre-closing tax liabilities
5	I. Core Transaction Documents	Intellectual Property Assignment Agreement — PeakConnect platform and trademarks (U.S. Reg. No. 5,412,887), with 12-month license-back of Cardinal Peak Industries corporate name	Calderwood & Harkness LLP	Buyer / Seller	June 30, 2024	Delivered	June 30, 2024	Includes PeakConnect patient-engagement software; 12-month CPI name license-back
6	I. Core Transaction Documents	Transition Services Agreement — CPI to provide transitional back-office, IT, and administrative services for up to 9 months post-closing	Calderwood & Harkness LLP / Barrow, Kensington & Pratt LLP	Buyer / Seller	June 30, 2024	Delivered	June 30, 2024	Service schedules, pricing, and termination provisions; HIPAA BAA required
7	I. Core Transaction Documents	Earnout Agreement — EBITDA earnout calculation, up to $45,000,000 aggregate; Tranche 1 up to $22,500,000 (Adj. EBITDA ≥ $85M, EP1 ending June 30, 2025); Tranche 2 up to $22,500,000 (Adj. EBITDA ≥ $95M, EP2 ending June 30, 2026); change of control acceleration	Calderwood & Harkness LLP	Buyer / Seller / Seller Shareholders	June 30, 2024	Delivered	June 30, 2024	Linear ramp: $4.50 per $1 EBITDA above $80M (Tr. 1) and $90M (Tr. 2) thresholds; change of control acceleration triggers 100% of remaining max earnout; dispute resolution provisions included
8	II. Seller's Closing Deliverables	Seller's Closing Certificate — bring-down of representations and warranties, compliance with covenants, satisfaction of closing conditions	Barrow, Kensington & Pratt LLP	Buyer	June 30, 2024	Delivered	June 30, 2024	Signed by authorized officer of CPI
9	II. Seller's Closing Deliverables	Secretary's Certificate of Seller — board resolutions authorizing the transaction, incumbency of officers, DE certificate of good standing, certificate of incorporation and bylaws	Barrow, Kensington & Pratt LLP	Buyer	June 30, 2024	Delivered	June 30, 2024	Includes DE Secretary of State good standing certificate; CPI DE File No. 5487231
10	II. Seller's Closing Deliverables	Officer's Certificate re: No Material Adverse Effect — certification that no MAE has occurred from April 2, 2024 through June 30, 2024	Barrow, Kensington & Pratt LLP	Buyer	June 30, 2024	Delivered	June 30, 2024	Covers interim period from APA signing to closing
11	II. Seller's Closing Deliverables	FIRPTA Certificate — Seller's certification of non-foreign status under IRC § 1445	Barrow, Kensington & Pratt LLP	Buyer	June 30, 2024	Delivered	June 30, 2024	CPI EIN: 82-3947561; address: 8400 Crescent Ridge Parkway, Suite 200, Nashville, TN 37215
12	III. Buyer's Closing Deliverables	Buyer's Closing Certificate — bring-down of Buyer's reps and warranties, compliance with covenants, satisfaction of Buyer's closing conditions	Calderwood & Harkness LLP	Seller	June 30, 2024	Delivered	June 30, 2024	Signed by authorized officer of Ardent Healthcare Acquisition Corp.
13	III. Buyer's Closing Deliverables	Secretary's Certificate of Buyer (Ardent Healthcare Acquisition Corp.) — board resolutions, incumbency, certificate of incorporation, DE good standing	Calderwood & Harkness LLP	Seller	June 30, 2024	Delivered	June 30, 2024	Acquisition Sub DE File No. 7129384; formed January 22, 2024; registered agent: National Registered Services, Inc., 1209 Orange Street, Wilmington, DE 19801
14	IV. Employment & Non-Compete	Employment Agreement — Dr. Randall J. Whitfield (CEO), 3-year term commencing June 30, 2024	Calderwood & Harkness LLP	Dr. Whitfield / Buyer	June 30, 2024	Delivered	June 30, 2024	Governed by Tennessee law; 52% shareholder of CPI pre-closing
15	IV. Employment & Non-Compete	Employment Agreement — Elaine Whitfield-Torres (CCO), 3-year term commencing June 30, 2024	Calderwood & Harkness LLP	Whitfield-Torres / Buyer	June 30, 2024	Delivered	June 30, 2024	Governed by Tennessee law; 18% shareholder of CPI pre-closing
16	IV. Employment & Non-Compete	Non-Competition and Non-Solicitation Agreement — Dr. Randall J. Whitfield, 3-year restrictive covenant covering TN, GA, NC, SC, AL, VA, KY	Calderwood & Harkness LLP	Dr. Whitfield / Buyer	June 30, 2024	Delivered	June 30, 2024	Governed by Tennessee law; covers all 7 states of CPI operations
17	IV. Employment & Non-Compete	Non-Competition and Non-Solicitation Agreement — Elaine Whitfield-Torres, 3-year restrictive covenant covering TN, GA, NC, SC, AL, VA, KY	Calderwood & Harkness LLP	Whitfield-Torres / Buyer	June 30, 2024	Delivered	June 30, 2024	Governed by Tennessee law; covers all 7 states of CPI operations
18	V. Financing Documents	Senior Secured Credit Agreement — $400,000,000 facility ($310M Term Loan A at SOFR + 325 bps, 5-year; $90M Revolving Credit Facility at SOFR + 300 bps, 5-year, undrawn at closing) — Pinnacle National Bank, N.A. as Administrative Agent and Lead Arranger	Pinnacle National Bank, N.A. / Calderwood & Harkness LLP	Buyer / Lenders	June 30, 2024	Delivered	June 30, 2024	NY governing law; syndicate lenders: Horizon Commercial Lending Corp., Tidewater Savings Bank, N.A., Great Plains Capital Partners LLC; commitment letter dated April 2, 2024 (Project Cardinal)
19	V. Financing Documents	Legal Opinion of Calderwood & Harkness LLP — delivered to Pinnacle National Bank, N.A. as Administrative Agent re: authorization, enforceability, no conflicts, valid existence of Ardent Healthcare Acquisition Corp.	Calderwood & Harkness LLP (Beatrice Holloway)	Pinnacle National Bank, N.A.	June 30, 2024	Delivered	June 30, 2024	Covers APA and related agreements; opines on DE valid existence of Acquisition Sub
20	V. Financing Documents	Funds Flow Memorandum — detailed allocation of all sources and uses at closing	Calderwood & Harkness LLP	All Parties / Pinnacle National Bank	June 30, 2024	Delivered	June 30, 2024	Sources: $310M TLA + $220M equity = $530M. Uses: $558M cash to Seller, $62M to escrow (Commonwealth Trust & Escrow Company), $87.4M payoff to Velthorn Merchant Bank, transaction fees, NWC adjustment (est. NWC $29.2M vs. target $28M)
21	V. Financing Documents	Closing Statement / Settlement Statement — reconciliation of $620M base purchase price with adjustments	Calderwood & Harkness LLP	Buyer / Seller	June 30, 2024	Delivered	June 30, 2024	Net cash to Seller shareholders: Dr. Whitfield (52%), Whitfield-Torres (18%), Ridgeline Growth Equity Fund II LP (22%), other management (8%); escrow holdback of $62M; estimated NWC adjustment
22	VI. Escrow Documents	Escrow Agreement — among Ardent Healthcare Acquisition Corp., Cardinal Peak Industries, Inc., and Commonwealth Trust & Escrow Company	Calderwood & Harkness LLP	Buyer / Seller / Commonwealth Trust & Escrow Company	June 30, 2024	Delivered	June 30, 2024	Escrow amount: $62,000,000 (10% × $620M); Tranche 1 release: $31M on June 30, 2025; Tranche 2 release: $31M on December 30, 2025; net of pending indemnification claims; DE governing law; contact: Martin Galbraith, VP, Corporate Trust Services
23	VI. Escrow Documents	Wire transfer confirmation — $62,000,000 funded to Commonwealth Trust & Escrow Company escrow account	Ardent Capital Partners III LP / Pinnacle National Bank	Commonwealth Trust & Escrow Company	June 30, 2024	Delivered	June 30, 2024	Escrow funded from Buyer equity at closing
24	VII. Payoff & Lien Releases	Payoff Letter — Velthorn Merchant Bank, N.A., confirming outstanding principal of $87,400,000 under Credit Agreement dated March 15, 2018, as amended	Barrow, Kensington & Pratt LLP / Velthorn Merchant Bank	Buyer / Seller	June 26, 2024	Delivered	June 26, 2024	Includes per diem interest, wire instructions, and agreement to file UCC termination statements upon receipt

25	VII. Payoff & Lien Releases	Wire transfer of payoff amount to Velthorn Merchant Bank, N.A.	Calderwood & Harkness LLP (via funds flow)	Velthorn Merchant Bank	June 30, 2024	Delivered	June 30, 2024	Payoff of $87,400,000 funded at closing from purchase price proceeds
26	VII. Payoff & Lien Releases	UCC Termination Statements — filed with DE Secretary of State and TN Secretary of State	Barrow, Kensington & Pratt LLP / Velthorn Merchant Bank	Public filing	June 28, 2024	Delivered	June 28, 2024	Filed June 28, 2024; terminates Velthorn security interests in CPI assets
27	VIII. Regulatory Filings & Consents	State healthcare change-of-ownership notices — Tennessee, Georgia, North Carolina	Hargrove, Sinclair & Demarest LLP (Angela Demarest) / Calderwood & Harkness LLP	State regulatory agencies (TN, GA, NC)	March 4, 2024	Delivered	March 4, 2024	Filed for states requiring pre-closing notification; no HSR filing required (below threshold for asset purchase of healthcare clinics, confirmed by counsel)
28	VIII. Regulatory Filings & Consents	State healthcare change-of-ownership notices — South Carolina, Alabama, Virginia, Kentucky	Hargrove, Sinclair & Demarest LLP	State regulatory agencies (SC, AL, VA, KY)	Various	Delivered	Various dates pre-closing	Filings made as required by each state's regulatory framework; see Healthcare Regulatory Compliance Memorandum dated March 20, 2024
29	VIII. Regulatory Filings & Consents	HSR Act Filing	N/A	N/A	N/A	N/A	Not required; below threshold for asset purchase of healthcare clinics; confirmed by counsel
30	VIII. Regulatory Filings & Consents	Medicare/Medicaid change of ownership enrollment updates (CMS-855 forms)	Hargrove, Sinclair & Demarest LLP / Buyer's operations team	CMS / State Medicaid agencies	Post-closing	Pending — Post-Closing	Medicare/Medicaid represent ~31% of CPI net revenue combined; enrollment transfer filings to be submitted promptly post-closing
31	IX. Landlord Consents	Landlord consents for assignment/change of control — 29 of 37 leased clinic locations require consent	Tiffany Rosenthal (Calderwood & Harkness LLP) / Barrow, Kensington & Pratt LLP	Individual landlords	June 30, 2024	Delivered (27 of 29); Pending (2)	Various	27 consents obtained pre-closing; 2 consents (Knoxville, TN clinic and Roanoke, VA clinic) outstanding at closing — Seller providing indemnification; 8 locations did not require consent; see Lease Consent Tracker for full detail; average remaining lease term 4.2 years across 37 locations
32	X. Insurance	R&W Insurance Policy — Sentinel Specialty Insurance Company, Policy No. SSI-RWI-2024-05178	Alder Risk Partners LLC (Philip Yuen, SVP) / Calderwood & Harkness LLP	Buyer	April 10, 2024 (bound)	Delivered	April 10, 2024	Coverage limit: $62,000,000 (10% of purchase price); retention: $6,200,000 (1% of purchase price, 50/50 split Buyer/Seller indemnification basket); underwriting counsel: Caldwell Strand LLP, Chicago, IL; excludes Dawson litigation and known tax matters; coordinates with APA indemnification cap of $124M (20%)
33	X. Insurance	Evidence of Buyer's liability insurance / D&O coverage for Ardent Healthcare Acquisition Corp.	Ardent Capital Management LLC	Seller / Lenders	June 30, 2024	Delivered	June 30, 2024	Required under Credit Agreement and APA
34	XI. Tax Documents	Draft IRS Form 8594 — Asset Acquisition Statement under IRC § 1060	Sylvia Hartwell (Calderwood & Harkness LLP, Tax) / Ashford & Creighton LLP	Buyer / Seller	June 30, 2024 (draft); Final post-NWC true-up	Delivered (draft)	June 30, 2024	Allocates $620M purchase price among 7 asset classes (I–VII); to be finalized after NWC true-up; see Section 338 / Asset Allocation Memorandum dated March 18, 2024
35	XI. Tax Documents	Tax Structure Memorandum — IRC § 1060 allocation analysis, step-up in basis, state tax considerations across 7 states, earnout treatment as additional purchase price	Sylvia Hartwell (Calderwood & Harkness LLP, Tax)	Internal / Ardent Capital deal team	February 8, 2024	Delivered	February 8, 2024	Completed during diligence phase; supplemented by Ashford & Creighton LLP structuring analysis
36	XII. Post-Closing Obligations	Net Working Capital final determination — NWC Target: $28,000,000; Estimated Closing NWC: $29,200,000; $500,000 de minimis collar	Ashford & Creighton LLP (Gregory Nolan) / Calderwood & Harkness LLP	Buyer / Seller	September 28, 2024 (90 days post-closing)	Pending — Post-Closing	Dollar-for-dollar adjustment above/below NWC Target; no adjustment if difference ≤ $500K; Buyer to deliver proposed final NWC statement within 90 days of closing
37	XII. Post-Closing Obligations	Earnout monitoring and payment — Tranche 1 (EP1 ends June 30, 2025; max $22.5M); Tranche 2 (EP2 ends June 30, 2026; max $22.5M)	Ardent Healthcare Acquisition Corp. / Ardent Capital Management LLC	Seller / Seller Shareholders	June 30, 2025 (Tr. 1); June 30, 2026 (Tr. 2)	Pending — Post-Closing	Earnout Tranche 1: linear ramp $80M–$85M EBITDA ($4.50/$1); Earnout Tranche 2: linear ramp $90M–$95M EBITDA ($4.50/$1); aggregate cap $45M; change of control acceleration provision
38	XII. Post-Closing Obligations	Escrow releases — Tranche 1: $31M on June 30, 2025; Tranche 2: $31M on December 30, 2025 (net of pending indemnification claims)	Commonwealth Trust & Escrow Company (Martin Galbraith)	Buyer / Seller	June 30, 2025 / December 30, 2025	Pending — Post-Closing	Escrow Agent: Commonwealth Trust & Escrow Company, 3801 Kennett Pike, Suite 250, Greenville, DE 19807
39	XII. Post-Closing Obligations	Indemnification survival tracking — General reps: 18 months (expires December 30, 2025); Fundamental reps: 36 months (expires June 30, 2027); Tax reps: 60 days after statute of limitations	Calderwood & Harkness LLP (Beatrice Holloway / Derek Okonkwo)	Buyer	Ongoing	Pending — Post-Closing	Indemnification cap: $124,000,000 (20% of $620M); basket: $3,100,000 (0.5%, first-dollar tipping); de minimis: $100,000 per claim; exclusive remedy (except fraud, willful breach, equitable relief)
40	XII. Post-Closing Obligations	TSA wind-down — Transition Services Agreement expires 9 months post-closing (March 30, 2025)	Ardent Healthcare Acquisition Corp. operations team	CPI (Seller)	March 30, 2025	Pending — Post-Closing	CPI providing back-office, IT, and admin services; HIPAA BAA in place
41	XII. Post-Closing Obligations	Form 8594 finalization and filing with IRS	Sylvia Hartwell (Calderwood & Harkness LLP) / Ashford & Creighton LLP	IRS	With applicable tax returns	Pending — Post-Closing	To be finalized after NWC true-up; Buyer EIN: 93-2184720; Seller EIN: 82-3947561
42	XII. Post-Closing Obligations	Document retention — transaction documents to be maintained per Calderwood & Harkness LLP retention policy and client instructions	Calderwood & Harkness LLP	Buyer	Ongoing	Pending — Post-Closing	See Post-Closing Letter to Client dated July 3, 2024
SUMMARY	Total Items: 42	Delivered: 34	Pending (Post-Closing): 7	N/A: 1

[sheet: Summary]

Field	Value
Matter	Acquisition of Cardinal Peak Industries, Inc. by Ardent Healthcare Acquisition Corp.
C&H Matter No.	2024-M&A-0142
Client	Ardent Capital Partners III LP (590 Madison Avenue, 34th Floor, New York, NY 10022)
Client Contact	Marcus Ainsworth, Managing Partner; Priya Mehta-Sullivan, Partner; Connor Briggs, Vice President
Seller	Cardinal Peak Industries, Inc. (8400 Crescent Ridge Parkway, Suite 200, Nashville, TN 37215)
Seller's Counsel	Barrow, Kensington & Pratt LLP (Catherine Barrow / Samuel Otieno)
Buyer's Counsel (Responsible Partner)	Beatrice Holloway, Calderwood & Harkness LLP
Billing Partner	James Prentice, Calderwood & Harkness LLP
Lead Associate	Derek Okonkwo, Calderwood & Harkness LLP
Working Associate	Tiffany Rosenthal, Calderwood & Harkness LLP
Tax Partner	Sylvia Hartwell, Calderwood & Harkness LLP
Healthcare Regulatory Counsel	Angela Demarest, Hargrove, Sinclair & Demarest LLP
Base Purchase Price	$620,000,000
Maximum Earnout	$45,000,000
Transaction Structure	Asset Purchase
APA Signing Date	April 2, 2024
Target Closing Date	June 20, 2024
Actual Closing Date	June 30, 2024
Governing Law (APA)	Delaware
Governing Law (Credit Agreement)	New York
Governing Law (Employment/Non-Competes)	Tennessee
Total Checklist Items	42
Items Delivered	34
Items Pending (Post-Closing)	7

Items N/A	1 (HSR Filing)
Prepared By	Derek Okonkwo / Tiffany Rosenthal, Calderwood & Harkness LLP
Last Updated	July 1, 2024

[sheet: Key Parties & Contacts]

Role	Entity	Contact Person	Title	Address
Buyer	Ardent Capital Partners III LP	Marcus Ainsworth / Priya Mehta-Sullivan / Connor Briggs	Managing Partner / Partner / Vice President	590 Madison Avenue, 34th Floor, New York, NY 10022
Acquisition Sub (Purchaser)	Ardent Healthcare Acquisition Corp.	Connor Briggs (day-to-day deal lead)	Vice President	c/o National Registered Services, Inc., 1209 Orange Street, Wilmington, DE 19801
Seller	Cardinal Peak Industries, Inc.	Dr. Randall J. Whitfield / Elaine Whitfield-Torres	Chairman & CEO / Co-Founder & CCO	8400 Crescent Ridge Parkway, Suite 200, Nashville, TN 37215
Minority Shareholder (Seller side)	Ridgeline Growth Equity Fund II LP (GP: Ridgeline Growth Equity Advisors LLC)	3344 Peachtree Road NE, Suite 1500, Atlanta, GA 30326
Buyer's Counsel	Calderwood & Harkness LLP	Beatrice Holloway (Responsible Partner) / Derek Okonkwo (Lead Associate) / Tiffany Rosenthal (Associate)	Partner / Associate / Associate	One World Financial Center, 200 Liberty Street, 40th Floor, New York, NY 10281
Seller's Counsel	Barrow, Kensington & Pratt LLP	Catherine "Kit" Barrow / Samuel Otieno	Co-Managing Partner / Lead Associate	1201 Demonbreun Street, Suite 1800, Nashville, TN 37203
Administrative Agent / Lead Arranger	Pinnacle National Bank, N.A.	Laura Fitzgibbons	Managing Director, Healthcare Lending	300 Vesey Street, New York, NY 10281
Syndicate Lender	Horizon Commercial Lending Corp.	New York, NY
Syndicate Lender	Tidewater Savings Bank, N.A.	Virginia
Syndicate Lender	Great Plains Capital Partners LLC	Kansas
Payoff Bank (Seller's Existing Lender)	Velthorn Merchant Bank, N.A.	Massachusetts
Escrow Agent	Commonwealth Trust & Escrow Company	Martin Galbraith	Vice President, Corporate Trust Services	3801 Kennett Pike, Suite 250, Greenville, DE 19807
Buyer's Financial Advisor	Graystone Partners LLC	Nathaniel "Nate" Prescott	Managing Director	787 Seventh Avenue, 22nd Floor, New York, NY 10019
Seller's Financial Advisor	Meridian Oak Advisory Group	Diana Vasquez-Reid	Senior Managing Director	4000 West End Avenue, Suite 600, Nashville, TN 37205
Buyer's Accounting Advisor	Ashford & Creighton LLP	Gregory Nolan, CPA	Partner, Transaction Advisory Services	One Liberty Plaza, 45th Floor, New York, NY 10006
Seller's Auditor	Linden Hayes & Co., P.C.	Roberta Chen, CPA	Audit Partner	500 Church Street, Suite 1400, Nashville, TN 37219
R&W Insurance Carrier	Sentinel Specialty Insurance Company	Policy No. SSI-RWI-2024-05178	Illinois
R&W Insurance Broker	Alder Risk Partners LLC	Philip Yuen	Senior Vice President	452 Fifth Avenue, 12th Floor, New York, NY 10018
R&W Underwriting Counsel	Caldwell Strand LLP	155 North Wacker Drive, Suite 3200, Chicago, IL 60606
Healthcare Regulatory Counsel	Hargrove, Sinclair & Demarest LLP	Angela Demarest	Partner, Healthcare Regulatory	1717 K Street NW, Suite 900, Washington, DC 20006
Title Company	Cornerstone Land Title Company	222 Second Avenue South, Nashville, TN 37201
Environmental Consultant	Whitmore Environmental Sciences Inc.	2900 Woodland Park Drive, Atlanta, GA 30339
Registered Agent (Acquisition Sub)	National Registered Services, Inc.	1209 Orange Street, Wilmington, DE 19801

[sheet: Key Dates Timeline]

Date	Event	Status	Notes
January 15, 2024	Calderwood & Harkness engagement letter signed; matter opened (Matter No. 2024-M&A-0142)	Completed	Beatrice Holloway (Responsible Partner), James Prentice (Billing Partner)
January 22, 2024	Ardent Healthcare Acquisition Corp. formed in Delaware	Completed	DE File No. 7129384; EIN 93-2184720
January 29, 2024	Letter of Intent executed	Completed
February 5, 2024	Due diligence commenced	Completed
February 8, 2024	Tax Structure Memorandum circulated (Sylvia Hartwell)	Completed	IRC § 1060 analysis, asset purchase structure
February 12, 2024	First draft APA circulated by Calderwood & Harkness to Barrow, Kensington & Pratt LLP	Completed
March 4, 2024	State healthcare change-of-ownership notices filed (TN, GA, NC)	Completed	Filed by Hargrove, Sinclair & Demarest LLP
March 12, 2024	Litigation and Regulatory Review Memorandum (Derek Okonkwo)	Completed	Dawson v. CPI, Case No. 3:23-cv-01847 (M.D. Tenn.); est. exposure $2.8M–$5.1M
March 18, 2024	Section 338 / Asset Allocation Memorandum (Sylvia Hartwell)	Completed	Proposed allocation of $620M across asset classes I–VII
March 20, 2024	Healthcare Regulatory Compliance Memorandum (joint C&H / HSD)	Completed	Anti-kickback / Stark Law analysis; Medicare/Medicaid enrollment
March 25, 2024	Due Diligence Summary Memorandum circulated	Completed	Comprehensive findings across all legal workstreams
April 2, 2024	APA signed; Financing commitment letter executed (Project Cardinal)	Completed	Base purchase price $620M; earnout up to $45M; 20% indemnification cap ($124M); 18-month survival; 10% escrow ($62M)
April 8, 2024	R&W Insurance Coverage Memorandum circulated	Completed	Analysis of Sentinel policy SSI-RWI-2024-05178
April 10, 2024	R&W insurance policy bound	Completed	Sentinel Specialty Insurance Company; $62M coverage; $6.2M retention
June 14, 2024	Pre-Closing Deficiency Letter sent to Seller's Counsel	Completed	Outstanding items: certain landlord consents, Velthorn payoff letter, updated good standing, officer's MAE certificate
June 20, 2024	Target closing date per APA	Passed	Closing delayed to June 30, 2024
June 26, 2024	Velthorn Merchant Bank payoff letter dated	Completed	Outstanding principal: $87,400,000
June 28, 2024	UCC termination statements filed (DE and TN)	Completed	Terminates Velthorn security interests
June 30, 2024	ACTUAL CLOSING DATE	Completed	All closing deliverables exchanged; funds wired
September 28, 2024	NWC final determination deadline (90 days post-closing)	Upcoming	NWC Target: $28M; Est. Closing NWC: $29.2M; $500K de minimis collar
March 30, 2025	TSA expiration (9 months post-closing)	Upcoming
June 30, 2025	Escrow Tranche 1 release ($31M); Earnout Period 1 ends	Upcoming	Earnout Tranche 1: up to $22.5M if Adj. EBITDA ≥ $85M
December 30, 2025	Escrow Tranche 2 release ($31M); General R&W survival expiration	Upcoming	18 months post-closing
June 30, 2026	Earnout Period 2 ends	Upcoming	Earnout Tranche 2: up to $22.5M if Adj. EBITDA ≥ $95M

June 30, 2027

[sheet: Closing Checklist]
Item No. | Category | Document Description | Responsible Party | Counterparty / Recipient | Due Date | Delivery Status | Date Delivered | Notes
1 | I. Core Transaction Documents | Asset Purchase Agreement — Execution Version (dated April 2, 2024), between Ardent Healthcare Acquisition Corp. and Cardinal Peak Industries, Inc. | Calderwood & Harkness LLP / Barrow, Kensington & Pratt LLP | All Parties | June 30, 2024 | Delivered | April 2, 2024 (signed); June 30, 2024 (closing) | Base Purchase Price: $620,000,000; DE governing law; executed April 2, 2024; closing effected June 30, 2024
2 | I. Core Transaction Documents | Disclosure Schedules to Asset Purchase Agreement (Buyer's and Seller's schedules) | Calderwood & Harkness LLP / Barrow, Kensington & Pratt LLP | Buyer / Seller | April 2, 2024 | Delivered | April 2, 2024 | Delivered concurrently with APA execution; covers excluded assets, excluded liabilities, material contracts, real property leases (37 locations), IP (PeakConnect, U.S. Reg. No. 5,412,887), Dawson litigation (Case No. 3:23-cv-01847), employee matters, healthcare permits, environmental, insurance
3 | I. Core Transaction Documents | Bill of Sale — CPI to Ardent Healthcare Acquisition Corp. | Calderwood & Harkness LLP | Buyer | June 30, 2024 | Delivered | June 30, 2024 | Transfers all personal property assets included in acquired assets
4 | I. Core Transaction Documents | Assignment and Assumption Agreement — CPI (assignor) to Ardent Healthcare Acquisition Corp. (assignee) | Calderwood & Harkness LLP | Buyer / Seller | June 30, 2024 | Delivered | June 30, 2024 | Assigns assumed contracts and assumed liabilities (trade payables, assumed contract obligations, accrued PTO); expressly excludes Dawson litigation and pre-closing tax liabilities
5 | I. Core Transaction Documents | Intellectual Property Assignment Agreement — PeakConnect platform and trademarks (U.S. Reg. No. 5,412,887), with 12-month license-back of Cardinal Peak Industries corporate name | Calderwood & Harkness LLP | Buyer / Seller | June 30, 2024 | Delivered | June 30, 2024 | Includes PeakConnect patient-engagement software; 12-month CPI name license-back
6 | I. Core Transaction Documents | Transition Services Agreement — CPI to provide transitional back-office, IT, and administrative services for up to 9 months post-closing | Calderwood & Harkness LLP / Barrow, Kensington & Pratt LLP | Buyer / Seller | June 30, 2024 | Delivered | June 30, 2024 | Service schedules, pricing, and termination provisions; HIPAA BAA required
7 | I. Core Transaction Documents | Earnout Agreement — EBITDA earnout calculation, up to $45,000,000 aggregate; Tranche 1 up to $22,500,000 (Adj. EBITDA ≥ $85M, EP1 ending June 30, 2025); Tranche 2 up to $22,500,000 (Adj. EBITDA ≥ $95M, EP2 ending June 30, 2026); change of control acceleration | Calderwood & Harkness LLP | Buyer / Seller / Seller Shareholders | June 30, 2024 | Delivered | June 30, 2024 | Linear ramp: $4.50 per $1 EBITDA above $80M (Tr. 1) and $90M (Tr. 2) thresholds; change of control acceleration triggers 100% of remaining max earnout; dispute resolution provisions included
8 | II. Seller's Closing Deliverables | Seller's Closing Certificate — bring-down of representations and warranties, compliance with covenants, satisfaction of closing conditions | Barrow, Kensington & Pratt LLP | Buyer | June 30, 2024 | Delivered | June 30, 2024 | Signed by authorized officer of CPI
9 | II. Seller's Closing Deliverables | Secretary's Certificate of Seller — board resolutions authorizing the transaction, incumbency of officers, DE certificate of good standing, certificate of incorporation and bylaws | Barrow, Kensington & Pratt LLP | Buyer | June 30, 2024 | Delivered | June 30, 2024 | Includes DE Secretary of State good standing certificate; CPI DE File No. 5487231
10 | II. Seller's Closing Deliverables | Officer's Certificate re: No Material Adverse Effect — certification that no MAE has occurred from April 2, 2024 through June 30, 2024 | Barrow, Kensington & Pratt LLP | Buyer | June 30, 2024 | Delivered | June 30, 2024 | Covers interim period from APA signing to closing
11 | II. Seller's Closing Deliverables | FIRPTA Certificate — Seller's certification of non-foreign status under IRC § 1445 | Barrow, Kensington & Pratt LLP | Buyer | June 30, 2024 | Delivered | June 30, 2024 | CPI EIN: 82-3947561; address: 8400 Crescent Ridge Parkway, Suite 200, Nashville, TN 37215
12 | III. Buyer's Closing Deliverables | Buyer's Closing Certificate — bring-down of Buyer's reps and warranties, compliance with covenants, satisfaction of Buyer's closing conditions | Calderwood & Harkness LLP | Seller | June 30, 2024 | Delivered | June 30, 2024 | Signed by authorized officer of Ardent Healthcare Acquisition Corp.
13 | III. Buyer's Closing Deliverables | Secretary's Certificate of Buyer (Ardent Healthcare Acquisition Corp.) — board resolutions, incumbency, certificate of incorporation, DE good standing | Calderwood & Harkness LLP | Seller | June 30, 2024 | Delivered | June 30, 2024 | Acquisition Sub DE File No. 7129384; formed January 22, 2024; registered agent: National Registered Services, Inc., 1209 Orange Street, Wilmington, DE 19801
14 | IV. Employment & Non-Compete | Employment Agreement — Dr. Randall J. Whitfield (CEO), 3-year term commencing June 30, 2024 | Calderwood & Harkness LLP | Dr. Whitfield / Buyer | June 30, 2024 | Delivered | June 30, 2024 | Governed by Tennessee law; 52% shareholder of CPI pre-closing
15 | IV. Employment & Non-Compete | Employment Agreement — Elaine Whitfield-Torres (CCO), 3-year term commencing June 30, 2024 | Calderwood & Harkness LLP | Whitfield-Torres / Buyer | June 30, 2024 | Delivered | June 30, 2024 | Governed by Tennessee law; 18% shareholder of CPI pre-closing
16 | IV. Employment & Non-Compete | Non-Competition and Non-Solicitation Agreement — Dr. Randall J. Whitfield, 3-year restrictive covenant covering TN, GA, NC, SC, AL, VA, KY | Calderwood & Harkness LLP | Dr. Whitfield / Buyer | June 30, 2024 | Delivered | June 30, 2024 | Governed by Tennessee law; covers all 7 states of CPI operations
17 | IV. Employment & Non-Compete | Non-Competition and Non-Solicitation Agreement — Elaine Whitfield-Torres, 3-year restrictive covenant covering TN, GA, NC, SC, AL, VA, KY | Calderwood & Harkness LLP | Whitfield-Torres / Buyer | June 30, 2024 | Delivered | June 30, 2024 | Governed by Tennessee law; covers all 7 states of CPI operations
18 | V. Financing Documents | Senior Secured Credit Agreement — $400,000,000 facility ($310M Term Loan A at SOFR + 325 bps, 5-year; $90M Revolving Credit Facility at SOFR + 300 bps, 5-year, undrawn at closing) — Pinnacle National Bank, N.A. as Administrative Agent and Lead Arranger | Pinnacle National Bank, N.A. / Calderwood & Harkness LLP | Buyer / Lenders | June 30, 2024 | Delivered | June 30, 2024 | NY governing law; syndicate lenders: Horizon Commercial Lending Corp., Tidewater Savings Bank, N.A., Great Plains Capital Partners LLC; commitment letter dated April 2, 2024 (Project Cardinal)
19 | V. Financing Documents | Legal Opinion of Calderwood & Harkness LLP — delivered to Pinnacle National Bank, N.A. as Administrative Agent re: authorization, enforceability, no conflicts, valid existence of Ardent Healthcare Acquisition Corp. | Calderwood & Harkness LLP (Beatrice Holloway) | Pinnacle National Bank, N.A. | June 30, 2024 | Delivered | June 30, 2024 | Covers APA and related agreements; opines on DE valid existence of Acquisition Sub
20 | V. Financing Documents | Funds Flow Memorandum — detailed allocation of all sources and uses at closing | Calderwood & Harkness LLP | All Parties / Pinnacle National Bank | June 30, 2024 | Delivered | June 30, 2024 | Sources: $310M TLA + $220M equity = $530M. Uses: $558M cash to Seller, $62M to escrow (Commonwealth Trust & Escrow Company), $87.4M payoff to Velthorn Merchant Bank, transaction fees, NWC adjustment (est. NWC $29.2M vs. target $28M)
21 | V. Financing Documents | Closing Statement / Settlement Statement — reconciliation of $620M base purchase price with adjustments | Calderwood & Harkness LLP | Buyer / Seller | June 30, 2024 | Delivered | June 30, 2024 | Net cash to Seller shareholders: Dr. Whitfield (52%), Whitfield-Torres (18%), Ridgeline Growth Equity Fund II LP (22%), other management (8%); escrow holdback of $62M; estimated NWC adjustment
22 | VI. Escrow Documents | Escrow Agreement — among Ardent Healthcare Acquisition Corp., Cardinal Peak Industries, Inc., and Commonwealth Trust & Escrow Company | Calderwood & Harkness LLP | Buyer / Seller / Commonwealth Trust & Escrow Company | June 30, 2024 | Delivered | June 30, 2024 | Escrow amount: $62,000,000 (10% × $620M); Tranche 1 release: $31M on June 30, 2025; Tranche 2 release: $31M on December 30, 2025; net of pending indemnification claims; DE governing law; contact: Martin Galbraith, VP, Corporate Trust Services
23 | VI. Escrow Documents | Wire transfer confirmation — $62,000,000 funded to Commonwealth Trust & Escrow Company escrow account | Ardent Capital Partners III LP / Pinnacle National Bank | Commonwealth Trust & Escrow Company | June 30, 2024 | Delivered | June 30, 2024 | Escrow funded from Buyer equity at closing
24 | VII. Payoff & Lien Releases | Payoff Letter — Velthorn Merchant Bank, N.A., confirming outstanding principal of $87,400,000 under Credit Agreement dated March 15, 2018, as amended | Barrow, Kensington & Pratt LLP / Velthorn Merchant Bank | Buyer / Seller | June 26, 2024 | Delivered | June 26, 2024 | Includes per diem interest, wire instructions, and agreement to file UCC termination statements upon receipt
25 | VII. Payoff & Lien Releases | Wire transfer of payoff amount to Velthorn Merchant Bank, N.A. | Calderwood & Harkness LLP (via funds flow) | Velthorn Merchant Bank | June 30, 2024 | Delivered | June 30, 2024 | Payoff of $87,400,000 funded at closing from purchase price proceeds
26 | VII. Payoff & Lien Releases | UCC Termination Statements — filed with DE Secretary of State and TN Secretary of State | Barrow, Kensington & Pratt LLP / Velthorn Merchant Bank | Public filing | June 28, 2024 | Delivered | June 28, 2024 | Filed June 28, 2024; terminates Velthorn security interests in CPI assets
27 | VIII. Regulatory Filings & Consents | State healthcare change-of-ownership notices — Tennessee, Georgia, North Carolina | Hargrove, Sinclair & Demarest LLP (Angela Demarest) / Calderwood & Harkness LLP | State regulatory agencies (TN, GA, NC) | March 4, 2024 | Delivered | March 4, 2024 | Filed for states requiring pre-closing notification; no HSR filing required (below threshold for asset purchase of healthcare clinics, confirmed by counsel)
28 | VIII. Regulatory Filings & Consents | State healthcare change-of-ownership notices — South Carolina, Alabama, Virginia, Kentucky | Hargrove, Sinclair & Demarest LLP | State regulatory agencies (SC, AL, VA, KY) | Various | Delivered | Various dates pre-closing | Filings made as required by each state's regulatory framework; see Healthcare Regulatory Compliance Memorandum dated March 20, 2024
29 | VIII. Regulatory Filings & Consents | HSR Act Filing | N/A | N/A | N/A | N/A | Not required; below threshold for asset purchase of healthcare clinics; confirmed by counsel
30 | VIII. Regulatory Filings & Consents | Medicare/Medicaid change of ownership enrollment updates (CMS-855 forms) | Hargrove, Sinclair & Demarest LLP / Buyer's operations team | CMS / State Medicaid agencies | Post-closing | Pending — Post-Closing | Medicare/Medicaid represent ~31% of CPI net revenue combined; enrollment transfer filings to be submitted promptly post-closing
31 | IX. Landlord Consents | Landlord consents for assignment/change of control — 29 of 37 leased clinic locations require consent | Tiffany Rosenthal (Calderwood & Harkness LLP) / Barrow, Kensington & Pratt LLP | Individual landlords | June 30, 2024 | Delivered (27 of 29); Pending (2) | Various | 27 consents obtained pre-closing; 2 consents (Knoxville, TN clinic and Roanoke, VA clinic) outstanding at closing — Seller providing indemnification; 8 locations did not require consent; see Lease Consent Tracker for full detail; average remaining lease term 4.2 years across 37 locations
32 | X. Insurance | R&W Insurance Policy — Sentinel Specialty Insurance Company, Policy No. SSI-RWI-2024-05178 | Alder Risk Partners LLC (Philip Yuen, SVP) / Calderwood & Harkness LLP | Buyer | April 10, 2024 (bound) | Delivered | April 10, 2024 | Coverage limit: $62,000,000 (10% of purchase price); retention: $6,200,000 (1% of purchase price, 50/50 split Buyer/Seller indemnification basket); underwriting counsel: Caldwell Strand LLP, Chicago, IL; excludes Dawson litigation and known tax matters; coordinates with APA indemnification cap of $124M (20%)
33 | X. Insurance | Evidence of Buyer's liability insurance / D&O coverage for Ardent Healthcare Acquisition Corp. | Ardent Capital Management LLC | Seller / Lenders | June 30, 2024 | Delivered | June 30, 2024 | Required under Credit Agreement and APA
34 | XI. Tax Documents | Draft IRS Form 8594 — Asset Acquisition Statement under IRC § 1060 | Sylvia Hartwell (Calderwood & Harkness LLP, Tax) / Ashford & Creighton LLP | Buyer / Seller | June 30, 2024 (draft); Final post-NWC true-up | Delivered (draft) | June 30, 2024 | Allocates $620M purchase price among 7 asset classes (I–VII); to be finalized after NWC true-up; see Section 338 / Asset Allocation Memorandum dated March 18, 2024
35 | XI. Tax Documents | Tax Structure Memorandum — IRC § 1060 allocation analysis, step-up in basis, state tax considerations across 7 states, earnout treatment as additional purchase price | Sylvia Hartwell (Calderwood & Harkness LLP, Tax) | Internal / Ardent Capital deal team | February 8, 2024 | Delivered | February 8, 2024 | Completed during diligence phase; supplemented by Ashford & Creighton LLP structuring analysis
36 | XII. Post-Closing Obligations | Net Working Capital final determination — NWC Target: $28,000,000; Estimated Closing NWC: $29,200,000; $500,000 de minimis collar | Ashford & Creighton LLP (Gregory Nolan) / Calderwood & Harkness LLP | Buyer / Seller | September 28, 2024 (90 days post-closing) | Pending — Post-Closing | Dollar-for-dollar adjustment above/below NWC Target; no adjustment if difference ≤ $500K; Buyer to deliver proposed final NWC statement within 90 days of closing
37 | XII. Post-Closing Obligations | Earnout monitoring and payment — Tranche 1 (EP1 ends June 30, 2025; max $22.5M); Tranche 2 (EP2 ends June 30, 2026; max $22.5M) | Ardent Healthcare Acquisition Corp. / Ardent Capital Management LLC | Seller / Seller Shareholders | June 30, 2025 (Tr. 1); June 30, 2026 (Tr. 2) | Pending — Post-Closing | Earnout Tranche 1: linear ramp $80M–$85M EBITDA ($4.50/$1); Earnout Tranche 2: linear ramp $90M–$95M EBITDA ($4.50/$1); aggregate cap $45M; change of control acceleration provision
38 | XII. Post-Closing Obligations | Escrow releases — Tranche 1: $31M on June 30, 2025; Tranche 2: $31M on December 30, 2025 (net of pending indemnification claims) | Commonwealth Trust & Escrow Company (Martin Galbraith) | Buyer / Seller | June 30, 2025 / December 30, 2025 | Pending — Post-Closing | Escrow Agent: Commonwealth Trust & Escrow Company, 3801 Kennett Pike, Suite 250, Greenville, DE 19807
39 | XII. Post-Closing Obligations | Indemnification survival tracking — General reps: 18 months (expires December 30, 2025); Fundamental reps: 36 months (expires June 30, 2027); Tax reps: 60 days after statute of limitations | Calderwood & Harkness LLP (Beatrice Holloway / Derek Okonkwo) | Buyer | Ongoing | Pending — Post-Closing | Indemnification cap: $124,000,000 (20% of $620M); basket: $3,100,000 (0.5%, first-dollar tipping); de minimis: $100,000 per claim; exclusive remedy (except fraud, willful breach, equitable relief)
40 | XII. Post-Closing Obligations | TSA wind-down — Transition Services Agreement expires 9 months post-closing (March 30, 2025) | Ardent Healthcare Acquisition Corp. operations team | CPI (Seller) | March 30, 2025 | Pending — Post-Closing | CPI providing back-office, IT, and admin services; HIPAA BAA in place
41 | XII. Post-Closing Obligations | Form 8594 finalization and filing with IRS | Sylvia Hartwell (Calderwood & Harkness LLP) / Ashford & Creighton LLP | IRS | With applicable tax returns | Pending — Post-Closing | To be finalized after NWC true-up; Buyer EIN: 93-2184720; Seller EIN: 82-3947561
42 | XII. Post-Closing Obligations | Document retention — transaction documents to be maintained per Calderwood & Harkness LLP retention policy and client instructions | Calderwood & Harkness LLP | Buyer | Ongoing | Pending — Post-Closing | See Post-Closing Letter to Client dated July 3, 2024
SUMMARY | Total Items: 42 | Delivered: 34 | Pending (Post-Closing): 7 | N/A: 1
[sheet: Summary]
Field | Value
Matter | Acquisition of Cardinal Peak Industries, Inc. by Ardent Healthcare Acquisition Corp.
C&H Matter No. | 2024-M&A-0142
Client | Ardent Capital Partners III LP (590 Madison Avenue, 34th Floor, New York, NY 10022)
Client Contact | Marcus Ainsworth, Managing Partner; Priya Mehta-Sullivan, Partner; Connor Briggs, Vice President
Seller | Cardinal Peak Industries, Inc. (8400 Crescent Ridge Parkway, Suite 200, Nashville, TN 37215)
Seller's Counsel | Barrow, Kensington & Pratt LLP (Catherine Barrow / Samuel Otieno)
Buyer's Counsel (Responsible Partner) | Beatrice Holloway, Calderwood & Harkness LLP
Billing Partner | James Prentice, Calderwood & Harkness LLP
Lead Associate | Derek Okonkwo, Calderwood & Harkness LLP
Working Associate | Tiffany Rosenthal, Calderwood & Harkness LLP
Tax Partner | Sylvia Hartwell, Calderwood & Harkness LLP
Healthcare Regulatory Counsel | Angela Demarest, Hargrove, Sinclair & Demarest LLP
Base Purchase Price | $620,000,000
Maximum Earnout | $45,000,000
Transaction Structure | Asset Purchase
APA Signing Date | April 2, 2024
Target Closing Date | June 20, 2024
Actual Closing Date | June 30, 2024
Governing Law (APA) | Delaware
Governing Law (Credit Agreement) | New York
Governing Law (Employment/Non-Competes) | Tennessee
Total Checklist Items | 42
Items Delivered | 34
Items Pending (Post-Closing) | 7
Items N/A | 1 (HSR Filing)
Prepared By | Derek Okonkwo / Tiffany Rosenthal, Calderwood & Harkness LLP
Last Updated | July 1, 2024
[sheet: Key Parties & Contacts]
Role | Entity | Contact Person | Title | Address
Buyer | Ardent Capital Partners III LP | Marcus Ainsworth / Priya Mehta-Sullivan / Connor Briggs | Managing Partner / Partner / Vice President | 590 Madison Avenue, 34th Floor, New York, NY 10022
Acquisition Sub (Purchaser) | Ardent Healthcare Acquisition Corp. | Connor Briggs (day-to-day deal lead) | Vice President | c/o National Registered Services, Inc., 1209 Orange Street, Wilmington, DE 19801
Seller | Cardinal Peak Industries, Inc. | Dr. Randall J. Whitfield / Elaine Whitfield-Torres | Chairman & CEO / Co-Founder & CCO | 8400 Crescent Ridge Parkway, Suite 200, Nashville, TN 37215
Minority Shareholder (Seller side) | Ridgeline Growth Equity Fund II LP (GP: Ridgeline Growth Equity Advisors LLC) | 3344 Peachtree Road NE, Suite 1500, Atlanta, GA 30326
Buyer's Counsel | Calderwood & Harkness LLP | Beatrice Holloway (Responsible Partner) / Derek Okonkwo (Lead Associate) / Tiffany Rosenthal (Associate) | Partner / Associate / Associate | One World Financial Center, 200 Liberty Street, 40th Floor, New York, NY 10281
Seller's Counsel | Barrow, Kensington & Pratt LLP | Catherine "Kit" Barrow / Samuel Otieno | Co-Managing Partner / Lead Associate | 1201 Demonbreun Street, Suite 1800, Nashville, TN 37203
Administrative Agent / Lead Arranger | Pinnacle National Bank, N.A. | Laura Fitzgibbons | Managing Director, Healthcare Lending | 300 Vesey Street, New York, NY 10281
Syndicate Lender | Horizon Commercial Lending Corp. | New York, NY
Syndicate Lender | Tidewater Savings Bank, N.A. | Virginia
Syndicate Lender | Great Plains Capital Partners LLC | Kansas
Payoff Bank (Seller's Existing Lender) | Velthorn Merchant Bank, N.A. | Massachusetts
Escrow Agent | Commonwealth Trust & Escrow Company | Martin Galbraith | Vice President, Corporate Trust Services | 3801 Kennett Pike, Suite 250, Greenville, DE 19807
Buyer's Financial Advisor | Graystone Partners LLC | Nathaniel "Nate" Prescott | Managing Director | 787 Seventh Avenue, 22nd Floor, New York, NY 10019
Seller's Financial Advisor | Meridian Oak Advisory Group | Diana Vasquez-Reid | Senior Managing Director | 4000 West End Avenue, Suite 600, Nashville, TN 37205
Buyer's Accounting Advisor | Ashford & Creighton LLP | Gregory Nolan, CPA | Partner, Transaction Advisory Services | One Liberty Plaza, 45th Floor, New York, NY 10006
Seller's Auditor | Linden Hayes & Co., P.C. | Roberta Chen, CPA | Audit Partner | 500 Church Street, Suite 1400, Nashville, TN 37219
R&W Insurance Carrier | Sentinel Specialty Insurance Company | Policy No. SSI-RWI-2024-05178 | Illinois
R&W Insurance Broker | Alder Risk Partners LLC | Philip Yuen | Senior Vice President | 452 Fifth Avenue, 12th Floor, New York, NY 10018
R&W Underwriting Counsel | Caldwell Strand LLP | 155 North Wacker Drive, Suite 3200, Chicago, IL 60606
Healthcare Regulatory Counsel | Hargrove, Sinclair & Demarest LLP | Angela Demarest | Partner, Healthcare Regulatory | 1717 K Street NW, Suite 900, Washington, DC 20006
Title Company | Cornerstone Land Title Company | 222 Second Avenue South, Nashville, TN 37201
Environmental Consultant | Whitmore Environmental Sciences Inc. | 2900 Woodland Park Drive, Atlanta, GA 30339
Registered Agent (Acquisition Sub) | National Registered Services, Inc. | 1209 Orange Street, Wilmington, DE 19801
[sheet: Key Dates Timeline]
Date | Event | Status | Notes
January 15, 2024 | Calderwood & Harkness engagement letter signed; matter opened (Matter No. 2024-M&A-0142) | Completed | Beatrice Holloway (Responsible Partner), James Prentice (Billing Partner)
January 22, 2024 | Ardent Healthcare Acquisition Corp. formed in Delaware | Completed | DE File No. 7129384; EIN 93-2184720
January 29, 2024 | Letter of Intent executed | Completed
February 5, 2024 | Due diligence commenced | Completed
February 8, 2024 | Tax Structure Memorandum circulated (Sylvia Hartwell) | Completed | IRC § 1060 analysis, asset purchase structure
February 12, 2024 | First draft APA circulated by Calderwood & Harkness to Barrow, Kensington & Pratt LLP | Completed
March 4, 2024 | State healthcare change-of-ownership notices filed (TN, GA, NC) | Completed | Filed by Hargrove, Sinclair & Demarest LLP
March 12, 2024 | Litigation and Regulatory Review Memorandum (Derek Okonkwo) | Completed | Dawson v. CPI, Case No. 3:23-cv-01847 (M.D. Tenn.); est. exposure $2.8M–$5.1M
March 18, 2024 | Section 338 / Asset Allocation Memorandum (Sylvia Hartwell) | Completed | Proposed allocation of $620M across asset classes I–VII
March 20, 2024 | Healthcare Regulatory Compliance Memorandum (joint C&H / HSD) | Completed | Anti-kickback / Stark Law analysis; Medicare/Medicaid enrollment
March 25, 2024 | Due Diligence Summary Memorandum circulated | Completed | Comprehensive findings across all legal workstreams
April 2, 2024 | APA signed; Financing commitment letter executed (Project Cardinal) | Completed | Base purchase price $620M; earnout up to $45M; 20% indemnification cap ($124M); 18-month survival; 10% escrow ($62M)
April 8, 2024 | R&W Insurance Coverage Memorandum circulated | Completed | Analysis of Sentinel policy SSI-RWI-2024-05178
April 10, 2024 | R&W insurance policy bound | Completed | Sentinel Specialty Insurance Company; $62M coverage; $6.2M retention
June 14, 2024 | Pre-Closing Deficiency Letter sent to Seller's Counsel | Completed | Outstanding items: certain landlord consents, Velthorn payoff letter, updated good standing, officer's MAE certificate
June 20, 2024 | Target closing date per APA | Passed | Closing delayed to June 30, 2024
June 26, 2024 | Velthorn Merchant Bank payoff letter dated | Completed | Outstanding principal: $87,400,000
June 28, 2024 | UCC termination statements filed (DE and TN) | Completed | Terminates Velthorn security interests
June 30, 2024 | ACTUAL CLOSING DATE | Completed | All closing deliverables exchanged; funds wired
September 28, 2024 | NWC final determination deadline (90 days post-closing) | Upcoming | NWC Target: $28M; Est. Closing NWC: $29.2M; $500K de minimis collar
March 30, 2025 | TSA expiration (9 months post-closing) | Upcoming
June 30, 2025 | Escrow Tranche 1 release ($31M); Earnout Period 1 ends | Upcoming | Earnout Tranche 1: up to $22.5M if Adj. EBITDA ≥ $85M
December 30, 2025 | Escrow Tranche 2 release ($31M); General R&W survival expiration | Upcoming | 18 months post-closing
June 30, 2026 | Earnout Period 2 ends | Upcoming | Earnout Tranche 2: up to $22.5M if Adj. EBITDA ≥ $95M
June 30, 2027 | Fundamental Representations survival expiration | Upcoming | 36 months post-closing

[sheet: Closing Checklist]

Record

Parties

Dates

Amounts