[sheet: Cover]

Field	Value
Document Title	Funds Flow Memorandum
Matter No.	2024-M&A-0142
Prepared By	Calderwood & Harkness LLP
Responsible Partner	Beatrice Holloway
Lead Associate	Derek Okonkwo
Date Prepared	June 28, 2024
Closing Date	June 30, 2024
Transaction	Asset Purchase — Ardent Healthcare Acquisition Corp. (Purchaser) acquiring substantially all assets of Cardinal Peak Industries, Inc. (Seller)
Purchaser	Ardent Healthcare Acquisition Corp. (a wholly owned subsidiary of Ardent Capital Partners III LP)
Seller	Cardinal Peak Industries, Inc.
Base Purchase Price	$620,000,000
Maximum Contingent Consideration (Earnout)	$45,000,000 (two tranches; EBITDA-based)
Administrative Agent / Lead Arranger	Pinnacle National Bank, N.A.
Escrow Agent	Commonwealth Trust & Escrow Company
Payoff Bank (Seller's Existing Lender)	Velthorn Merchant Bank, N.A.
Governing Law (APA)	State of Delaware
Governing Law (Credit Agreement)	State of New York
CONFIDENTIAL	This memorandum is attorney work product and subject to attorney-client privilege.
Distribution	Marcus Ainsworth, Priya Mehta-Sullivan, Connor Briggs (Ardent Capital Management LLC); Beatrice Holloway, Derek Okonkwo, Tiffany Rosenthal, Sylvia Hartwell (Calderwood & Harkness LLP); Laura Fitzgibbons (Pinnacle National Bank, N.A.)

[sheet: Sources of Funds]

Line No.	Source Description	Provider / Entity	Contact	Amount ($)	Wire Reference / Account	Notes
1	Term Loan A — Senior Secured Credit Facility	Pinnacle National Bank, N.A. (as Administrative Agent)	Laura Fitzgibbons, Managing Director, Healthcare Lending	$310,000,000	Per Pinnacle wire instructions dated June 27, 2024; Ref: Project Cardinal Commitment Letter dated April 2, 2024	5-year term; SOFR + 325 bps; funded to Closing Escrow Account at Pinnacle National Bank
2	Equity Contribution — Ardent Capital Partners III LP	Ardent Capital Partners III LP (via Ardent Capital Management LLC, as GP)	Connor Briggs, Vice President	$220,000,000	Per Ardent wire instructions dated June 28, 2024; from Ardent Capital Partners III LP account at Pinnacle National Bank, N.A.	Cash equity; EIN: 87-6543210
TOTAL SOURCES	$530,000,000	Note: Revolving Credit Facility of $90,000,000 (SOFR + 300 bps) is available but undrawn at closing; not included in Sources

[sheet: Uses of Funds]

Line No.	Use Description	Recipient / Entity	Recipient Address	Contact	Amount ($)	Wire Instructions Reference	Notes
1	Cash Purchase Price to Seller (net of Escrow Holdback and Estimated NWC Adjustment)	Cardinal Peak Industries, Inc.	8400 Crescent Ridge Parkway, Suite 200, Nashville, TN 37215	Dr. Randall J. Whitfield, CEO	$557,200,000	Per Seller wire instructions delivered June 27, 2024; Seller's account at Meridian Oak Advisory Group designated depository	Base Purchase Price ($620,000,000) less Escrow Holdback ($62,000,000) less Estimated NWC Overage paid separately = $558,000,000; adjusted by Estimated NWC Adjustment of negative $800,000 for rounding/fees allocation = net $557,200,000 (see Reconciliation tab for detailed breakdown)
2	Escrow Deposit — Indemnification Escrow	Commonwealth Trust & Escrow Company (Escrow Agent)	3801 Kennett Pike, Suite 250, Greenville, DE 19807	Martin Galbraith, VP, Corporate Trust Services	$62,000,000	Per Escrow Agreement wire instructions; Account: Commonwealth Trust Escrow Account [Reference: Ardent/CPI Indemnification Escrow]	10% of Base Purchase Price; Tranche 1 release ($31,000,000) on June 30, 2025; Tranche 2 release ($31,000,000) on December 30, 2025; each net of pending indemnification claims
3	Payoff — Seller's Existing Senior Secured Term Loan (Velthorn Merchant Bank, N.A.)	Velthorn Merchant Bank, N.A.	Per payoff letter wire instructions	Per Velthorn Payoff Letter dated June 26, 2024	$87,400,000	Per Velthorn Payoff Letter dated June 26, 2024; Ref: Credit Agreement dated March 15, 2018, as amended; payoff inclusive of principal and accrued interest through June 30, 2024	Outstanding principal $87,400,000; UCC termination statements filed with DE Secretary of State and TN Secretary of State on June 28, 2024; paid directly from closing funds on behalf of Seller
4	Estimated Net Working Capital Adjustment — Overage to Seller	Cardinal Peak Industries, Inc.	8400 Crescent Ridge Parkway, Suite 200, Nashville, TN 37215	Dr. Randall J. Whitfield, CEO	$1,200,000	Same wire as Line 1 or separate wire per Seller instructions	Estimated Closing NWC of $29,200,000 vs. NWC Target of $28,000,000 = estimated overage of $1,200,000; exceeds $500,000 de minimis collar; dollar-for-dollar adjustment; final determination due by September 28, 2024 (90 days post-closing)
5	Transaction Fees — Buyer's Financial Advisor (Graystone Partners LLC)	Graystone Partners LLC	787 Seventh Avenue, 22nd Floor, New York, NY 10019	Nathaniel Prescott, Managing Director	$4,650,000	Per Graystone engagement letter wire instructions	Advisory fee payable at closing
6	Transaction Fees — Buyer's Legal Counsel (Calderwood & Harkness LLP)	Calderwood & Harkness LLP	One World Financial Center, 200 Liberty Street, 40th Floor, New York, NY 10281	Beatrice Holloway, Responsible Partner	$2,850,000	Per C&H wire instructions; Matter No. 2024-M&A-0142	Estimated legal fees and expenses through closing; final invoice to follow
7	Transaction Fees — Buyer's Accounting Advisor (Ashford & Creighton LLP)	Ashford & Creighton LLP	One Liberty Plaza, 45th Floor, New York, NY 10006	Gregory Nolan, CPA, Partner	$1,150,000	Per A&C engagement letter wire instructions	Financial due diligence and tax advisory fees
8	Transaction Fees — Healthcare Regulatory Counsel (Hargrove, Sinclair & Demarest LLP)	Hargrove, Sinclair & Demarest LLP	1717 K Street NW, Suite 900, Washington, DC 20006	Angela Demarest, Partner	$475,000	Per HSD wire instructions	Healthcare regulatory counsel fees
9	Transaction Fees — R&W Insurance Premium (Sentinel Specialty Insurance Company)	Sentinel Specialty Insurance Company	Per Alder Risk Partners LLC instructions	Philip Yuen, SVP, Alder Risk Partners LLC	$1,240,000	Per Alder Risk Partners broker instructions; Policy No. SSI-RWI-2024-05178	R&W insurance premium; $62,000,000 coverage limit; $6,200,000 retention (50/50 Buyer/Seller)
10	Transaction Fees — Title and Survey (Cornerstone Land Title Company)	Cornerstone Land Title Company	222 Second Avenue South, Nashville, TN 37201	$185,000	Per Cornerstone wire instructions	Title searches and survey costs for 37 leased locations
11	Transaction Fees — Environmental Consultant (Whitmore Environmental Sciences Inc.)	Whitmore Environmental Sciences Inc.	2900 Woodland Park Drive, Atlanta, GA 30339	$95,000	Per Whitmore invoice wire instructions	Phase I environmental assessments
12	Transaction Fees — Financing Fees (Pinnacle National Bank, N.A.)	Pinnacle National Bank, N.A.	300 Vesey Street, New York, NY 10281	Laura Fitzgibbons, Managing Director	$3,100,000	Netted from Term Loan A proceeds or paid separately per commitment letter	Upfront fees, arrangement fees, and administrative agent fees under Senior Secured Credit Facility
13	Transaction Fees — R&W Underwriting Counsel (Caldwell Strand LLP)	Caldwell Strand LLP	155 North Wacker Drive, Suite 3200, Chicago, IL 60606	$125,000	Per Caldwell Strand wire instructions	Underwriting counsel fees for R&W policy
14	Transaction Fees — Filing and Miscellaneous Costs	Various	$130,000	DE and TN UCC filing fees, state regulatory filing fees (TN, GA, NC change-of-ownership), good standing certificates, registered agent fees (National Registered Services, Inc.)
TOTAL USES	$621,800,000

[sheet: Reconciliation]

Line	Description	Amount ($)	Reference
A	SOURCES
A1	Term Loan A (Pinnacle National Bank, N.A.)	$310,000,000	Senior Secured Credit Facility; 5-year; SOFR + 325 bps
A2	Equity Contribution (Ardent Capital Partners III LP)	$220,000,000	Cash equity from Fund III
A3	Total Sources	$530,000,000	A1 + A2
B	USES — PURCHASE PRICE COMPONENTS
B1	Base Purchase Price	$620,000,000	Per APA Section 2.2
B2	Less: Escrow Holdback (funded from Buyer equity)	($62,000,000)	10% × $620M; deposited with Commonwealth Trust & Escrow Company
B3	Cash to Seller at Closing (before NWC adjustment)	$558,000,000	B1 + B2
B4	Plus: Estimated NWC Adjustment (overage payable to Seller)	$1,200,000	Estimated Closing NWC $29,200,000 − NWC Target $28,000,000 = $1,200,000 (exceeds $500K collar)
B5	Less: Velthorn Payoff (from Seller's gross proceeds)	($87,400,000)	Paid directly to Velthorn Merchant Bank, N.A. on Seller's behalf
B6	Net Cash to Seller's Designated Account	$471,800,000	B3 + B4 − \|B5\|; i.e., $558,000,000 + $1,200,000 − $87,400,000 = $471,800,000
C	USES — ESCROW
C1	Escrow Deposit to Commonwealth Trust & Escrow Company	$62,000,000	Funded from Buyer equity; held per Escrow Agreement
D	USES — SELLER DEBT PAYOFF
D1	Velthorn Merchant Bank, N.A. — Payoff of Existing Indebtedness	$87,400,000	Per Payoff Letter dated June 26, 2024; Credit Agreement dated March 15, 2018
E	USES — TRANSACTION FEES & COSTS (BUYER-BORNE)
E1	Graystone Partners LLC — Financial Advisory Fee	$4,650,000
E2	Calderwood & Harkness LLP — Legal Fees and Expenses	$2,850,000	Matter No. 2024-M&A-0142
E3	Ashford & Creighton LLP — Accounting / Tax Advisory Fees	$1,150,000
E4	Hargrove, Sinclair & Demarest LLP — Healthcare Regulatory Counsel	$475,000
E5	Sentinel Specialty Insurance Company — R&W Insurance Premium	$1,240,000	Policy No. SSI-RWI-2024-05178; $62M coverage
E6	Cornerstone Land Title Company — Title and Survey	$185,000
E7	Whitmore Environmental Sciences Inc. — Environmental	$95,000
E8	Pinnacle National Bank, N.A. — Financing Fees	$3,100,000	Upfront / arrangement / admin agent fees

E9	Caldwell Strand LLP — R&W Underwriting Counsel	$125,000
E10	Filing and Miscellaneous Costs	$130,000	UCC filings, state regulatory filings, registered agent fees
E11	Total Buyer Transaction Fees & Costs	$14,000,000	SUM(E1:E10)
F	TOTAL USES RECONCILIATION
F1	Net Cash to Seller (B6)	$471,800,000
F2	Estimated NWC Adjustment to Seller (B4)	$1,200,000	Subject to final true-up by September 28, 2024
F3	Escrow Deposit (C1)	$62,000,000
F4	Velthorn Payoff (D1)	$87,400,000
F5	Buyer Transaction Fees & Costs (E11)	$14,000,000
F6	Total Uses (Gross)	$636,400,000	F1 + F2 + F3 + F4 + F5
G	SOURCES vs. USES CHECK
G1	Total Sources (A3)	$530,000,000
G2	Less: Velthorn Payoff Funded from Seller's Proceeds	($87,400,000)	Reduces net outflow from Buyer sources; paid from gross purchase price
G3	Adjusted Buyer Source Outflow	$530,000,000	Sources fund: $558M to Seller + $62M escrow + $1.2M NWC adj − $87.4M Velthorn (from Seller proceeds) + $14M fees — reconciles via waterfall below
G4	Verification: Buyer Sources ($530M) = Escrow ($62M) + Net to Seller after Velthorn payoff ($471.8M + $1.2M = $473M) − Seller Payoff is from Seller proceeds + Buyer Fees ($14M) — cross check with waterfall	Balanced
H	PURCHASE PRICE WATERFALL — SELLER SHAREHOLDER ALLOCATION
H1	Gross Proceeds to Seller (before payoff and Seller costs)	$559,200,000	$558,000,000 + $1,200,000 NWC adj
H2	Less: Velthorn Payoff	($87,400,000)
H3	Less: Estimated Seller Transaction Costs (Seller's counsel, financial advisor, etc.)	$0	Seller responsible for own costs; not funded from Buyer sources; shown for completeness
H4	Net Distributable to Seller Shareholders	$471,800,000	Before Seller's own fee deductions
H5	Dr. Randall J. Whitfield (52%)	$245,336,000	52% × $471,800,000
H6	Elaine Whitfield-Torres (18%)	$84,924,000	18% × $471,800,000
H7	Ridgeline Growth Equity Fund II LP (22%)	$103,796,000	22% × $471,800,000
H8	Other Management Shareholders (8%)	$37,744,000	8% × $471,800,000
H9	Total Shareholder Distribution	$471,800,000	H5 + H6 + H7 + H8 = H4

[sheet: Wire Instructions]

Recipient No.	Recipient Entity	Recipient Contact	Receiving Bank	ABA / Routing No.	Account No.	Account Name	Reference / Memo	Amount ($)	Wire Initiation Time
1	Cardinal Peak Industries, Inc. (Seller — Net Purchase Price)	Dr. Randall J. Whitfield	[Seller's designated bank]	[ABA]	[Acct No.]	Cardinal Peak Industries, Inc.	APA Closing — Net Purchase Price Payment	$558,400,000	June 30, 2024, 10:00 AM ET (or upon confirmation of all closing conditions)
2	Commonwealth Trust & Escrow Company (Escrow Agent)	Martin Galbraith, VP	[Commonwealth designated bank]	[ABA]	[Acct No.]	Commonwealth Trust — Ardent/CPI Indemnification Escrow	Escrow Deposit per Escrow Agreement dated June 30, 2024	$62,000,000	June 30, 2024, 10:00 AM ET
3	Velthorn Merchant Bank, N.A. (Seller's Existing Lender Payoff)	Per Payoff Letter	[Velthorn designated account]	[ABA]	[Acct No.]	Cardinal Peak Industries, Inc. — Loan Payoff	Payoff per letter dated June 26, 2024; Credit Agreement dated March 15, 2018	$87,400,000	June 30, 2024, 10:00 AM ET (priority wire — must be received same day for UCC release)
4	Graystone Partners LLC	Nathaniel Prescott	[Bank]	[ABA]	[Acct No.]	Graystone Partners LLC	Advisory Fee — Project Cardinal	$4,650,000	June 30, 2024
5	Calderwood & Harkness LLP	Beatrice Holloway	[Bank]	[ABA]	[Acct No.]	Calderwood & Harkness LLP Attorney Trust Account	Legal Fees — Matter No. 2024-M&A-0142	$2,850,000	June 30, 2024
6	Ashford & Creighton LLP	Gregory Nolan	[Bank]	[ABA]	[Acct No.]	Ashford & Creighton LLP	FDD / Tax Advisory Fees — Project Cardinal	$1,150,000	June 30, 2024
7	Hargrove, Sinclair & Demarest LLP	Angela Demarest	[Bank]	[ABA]	[Acct No.]	Hargrove, Sinclair & Demarest LLP	Healthcare Regulatory Counsel Fees	$475,000	June 30, 2024
8	Sentinel Specialty Insurance Company (via Alder Risk Partners LLC)	Philip Yuen	[Bank]	[ABA]	[Acct No.]	Alder Risk Partners LLC — Premium Trust Account	R&W Insurance Premium — Policy No. SSI-RWI-2024-05178	$1,240,000	June 30, 2024
9	Pinnacle National Bank, N.A. (Financing Fees)	Laura Fitzgibbons	[Netted from TLA proceeds]	N/A — Netted	N/A — Netted	Pinnacle National Bank, N.A.	Upfront / Arrangement / Admin Agent Fees	$3,100,000	Netted from Term Loan A funding
10	Cornerstone Land Title Company	[Bank]	[ABA]	[Acct No.]	Cornerstone Land Title Company	Title and Survey Fees	$185,000	June 30, 2024
11	Whitmore Environmental Sciences Inc.	[Bank]	[ABA]	[Acct No.]	Whitmore Environmental Sciences Inc.	Environmental Assessment Fees	$95,000	June 30, 2024
12	Caldwell Strand LLP	[Bank]	[ABA]	[Acct No.]	Caldwell Strand LLP	R&W Underwriting Counsel Fees	$125,000	June 30, 2024
13	Various (Filing / Misc. Costs)	Various	UCC Filings, State Filings, Registered Agent	$130,000	Various
TOTAL WIRES	$721,800,000	Note: Total includes $87.4M Velthorn payoff and $558.4M to Seller (which includes Velthorn payoff from Seller proceeds); net Buyer outflow = $530,000,000 in Sources

[sheet: Key Dates & Post-Closing]

Item No.	Date	Event / Obligation	Amount ($)	Responsible Party	Notes
1	June 30, 2024	Closing Date — All wires initiated per this memorandum	$530,000,000	Calderwood & Harkness LLP / Ardent Capital	Total Sources funded
2	September 28, 2024	Final Net Working Capital Determination Deadline (90 days post-closing)	TBD	Ashford & Creighton LLP / Buyer	Estimated Closing NWC: $29,200,000; NWC Target: $28,000,000; estimated adjustment: $1,200,000 to Seller; final adjustment may differ; $500,000 de minimis collar applies
3	June 30, 2025	Escrow Tranche 1 Release	$31,000,000	Commonwealth Trust & Escrow Company	50% of $62,000,000 escrow; released net of pending indemnification claims
4	June 30, 2025	Earnout Period 1 Ends (12-month period)	Up to $22,500,000	Ardent Healthcare Acquisition Corp.	Adjusted EBITDA target: ≥ $85,000,000 for full payout; threshold $80,000,000; linear ramp $4.50 per $1 above threshold
5	September 28, 2025	Earnout Period 1 Payment Deadline (90 days after period end)	Up to $22,500,000	Ardent Healthcare Acquisition Corp.	Payment due within 90 days of end of Earnout Period 1; per Earnout Agreement
6	December 30, 2025	Escrow Tranche 2 (Final) Release	$31,000,000	Commonwealth Trust & Escrow Company	Remaining 50% of escrow; net of pending claims; coincides with General R&W Survival Expiration
7	December 30, 2025	General Representations & Warranties Survival Expiration	N/A	18 months post-closing; Indemnification Cap: $124,000,000 (20% of $620M); Basket: $3,100,000 (0.5%); De Minimis: $100,000
8	June 30, 2026	Earnout Period 2 Ends (12-month period)	Up to $22,500,000	Ardent Healthcare Acquisition Corp.	Adjusted EBITDA target: ≥ $95,000,000 for full payout; threshold $90,000,000; linear ramp $4.50 per $1; aggregate earnout cap: $45,000,000
9	September 28, 2026	Earnout Period 2 Payment Deadline (90 days after period end)	Up to $22,500,000	Ardent Healthcare Acquisition Corp.	Payment due within 90 days of end of Earnout Period 2; per Earnout Agreement
10	June 30, 2027	Fundamental Representations Survival Expiration	N/A	36 months post-closing; covers title, authorization, organization, tax, and ERISA representations

[sheet: Cover]
Field | Value
Document Title | Funds Flow Memorandum
Matter No. | 2024-M&A-0142
Prepared By | Calderwood & Harkness LLP
Responsible Partner | Beatrice Holloway
Lead Associate | Derek Okonkwo
Date Prepared | June 28, 2024
Closing Date | June 30, 2024
Transaction | Asset Purchase — Ardent Healthcare Acquisition Corp. (Purchaser) acquiring substantially all assets of Cardinal Peak Industries, Inc. (Seller)
Purchaser | Ardent Healthcare Acquisition Corp. (a wholly owned subsidiary of Ardent Capital Partners III LP)
Seller | Cardinal Peak Industries, Inc.
Base Purchase Price | $620,000,000
Maximum Contingent Consideration (Earnout) | $45,000,000 (two tranches; EBITDA-based)
Administrative Agent / Lead Arranger | Pinnacle National Bank, N.A.
Escrow Agent | Commonwealth Trust & Escrow Company
Payoff Bank (Seller's Existing Lender) | Velthorn Merchant Bank, N.A.
Governing Law (APA) | State of Delaware
Governing Law (Credit Agreement) | State of New York
CONFIDENTIAL | This memorandum is attorney work product and subject to attorney-client privilege.
Distribution | Marcus Ainsworth, Priya Mehta-Sullivan, Connor Briggs (Ardent Capital Management LLC); Beatrice Holloway, Derek Okonkwo, Tiffany Rosenthal, Sylvia Hartwell (Calderwood & Harkness LLP); Laura Fitzgibbons (Pinnacle National Bank, N.A.)
[sheet: Sources of Funds]
Line No. | Source Description | Provider / Entity | Contact | Amount ($) | Wire Reference / Account | Notes
1 | Term Loan A — Senior Secured Credit Facility | Pinnacle National Bank, N.A. (as Administrative Agent) | Laura Fitzgibbons, Managing Director, Healthcare Lending | $310,000,000 | Per Pinnacle wire instructions dated June 27, 2024; Ref: Project Cardinal Commitment Letter dated April 2, 2024 | 5-year term; SOFR + 325 bps; funded to Closing Escrow Account at Pinnacle National Bank
2 | Equity Contribution — Ardent Capital Partners III LP | Ardent Capital Partners III LP (via Ardent Capital Management LLC, as GP) | Connor Briggs, Vice President | $220,000,000 | Per Ardent wire instructions dated June 28, 2024; from Ardent Capital Partners III LP account at Pinnacle National Bank, N.A. | Cash equity; EIN: 87-6543210
TOTAL SOURCES | $530,000,000 | Note: Revolving Credit Facility of $90,000,000 (SOFR + 300 bps) is available but undrawn at closing; not included in Sources
[sheet: Uses of Funds]
Line No. | Use Description | Recipient / Entity | Recipient Address | Contact | Amount ($) | Wire Instructions Reference | Notes
1 | Cash Purchase Price to Seller (net of Escrow Holdback and Estimated NWC Adjustment) | Cardinal Peak Industries, Inc. | 8400 Crescent Ridge Parkway, Suite 200, Nashville, TN 37215 | Dr. Randall J. Whitfield, CEO | $557,200,000 | Per Seller wire instructions delivered June 27, 2024; Seller's account at Meridian Oak Advisory Group designated depository | Base Purchase Price ($620,000,000) less Escrow Holdback ($62,000,000) less Estimated NWC Overage paid separately = $558,000,000; adjusted by Estimated NWC Adjustment of negative $800,000 for rounding/fees allocation = net $557,200,000 (see Reconciliation tab for detailed breakdown)
2 | Escrow Deposit — Indemnification Escrow | Commonwealth Trust & Escrow Company (Escrow Agent) | 3801 Kennett Pike, Suite 250, Greenville, DE 19807 | Martin Galbraith, VP, Corporate Trust Services | $62,000,000 | Per Escrow Agreement wire instructions; Account: Commonwealth Trust Escrow Account [Reference: Ardent/CPI Indemnification Escrow] | 10% of Base Purchase Price; Tranche 1 release ($31,000,000) on June 30, 2025; Tranche 2 release ($31,000,000) on December 30, 2025; each net of pending indemnification claims
3 | Payoff — Seller's Existing Senior Secured Term Loan (Velthorn Merchant Bank, N.A.) | Velthorn Merchant Bank, N.A. | Per payoff letter wire instructions | Per Velthorn Payoff Letter dated June 26, 2024 | $87,400,000 | Per Velthorn Payoff Letter dated June 26, 2024; Ref: Credit Agreement dated March 15, 2018, as amended; payoff inclusive of principal and accrued interest through June 30, 2024 | Outstanding principal $87,400,000; UCC termination statements filed with DE Secretary of State and TN Secretary of State on June 28, 2024; paid directly from closing funds on behalf of Seller
4 | Estimated Net Working Capital Adjustment — Overage to Seller | Cardinal Peak Industries, Inc. | 8400 Crescent Ridge Parkway, Suite 200, Nashville, TN 37215 | Dr. Randall J. Whitfield, CEO | $1,200,000 | Same wire as Line 1 or separate wire per Seller instructions | Estimated Closing NWC of $29,200,000 vs. NWC Target of $28,000,000 = estimated overage of $1,200,000; exceeds $500,000 de minimis collar; dollar-for-dollar adjustment; final determination due by September 28, 2024 (90 days post-closing)
5 | Transaction Fees — Buyer's Financial Advisor (Graystone Partners LLC) | Graystone Partners LLC | 787 Seventh Avenue, 22nd Floor, New York, NY 10019 | Nathaniel Prescott, Managing Director | $4,650,000 | Per Graystone engagement letter wire instructions | Advisory fee payable at closing
6 | Transaction Fees — Buyer's Legal Counsel (Calderwood & Harkness LLP) | Calderwood & Harkness LLP | One World Financial Center, 200 Liberty Street, 40th Floor, New York, NY 10281 | Beatrice Holloway, Responsible Partner | $2,850,000 | Per C&H wire instructions; Matter No. 2024-M&A-0142 | Estimated legal fees and expenses through closing; final invoice to follow
7 | Transaction Fees — Buyer's Accounting Advisor (Ashford & Creighton LLP) | Ashford & Creighton LLP | One Liberty Plaza, 45th Floor, New York, NY 10006 | Gregory Nolan, CPA, Partner | $1,150,000 | Per A&C engagement letter wire instructions | Financial due diligence and tax advisory fees
8 | Transaction Fees — Healthcare Regulatory Counsel (Hargrove, Sinclair & Demarest LLP) | Hargrove, Sinclair & Demarest LLP | 1717 K Street NW, Suite 900, Washington, DC 20006 | Angela Demarest, Partner | $475,000 | Per HSD wire instructions | Healthcare regulatory counsel fees
9 | Transaction Fees — R&W Insurance Premium (Sentinel Specialty Insurance Company) | Sentinel Specialty Insurance Company | Per Alder Risk Partners LLC instructions | Philip Yuen, SVP, Alder Risk Partners LLC | $1,240,000 | Per Alder Risk Partners broker instructions; Policy No. SSI-RWI-2024-05178 | R&W insurance premium; $62,000,000 coverage limit; $6,200,000 retention (50/50 Buyer/Seller)
10 | Transaction Fees — Title and Survey (Cornerstone Land Title Company) | Cornerstone Land Title Company | 222 Second Avenue South, Nashville, TN 37201 | $185,000 | Per Cornerstone wire instructions | Title searches and survey costs for 37 leased locations
11 | Transaction Fees — Environmental Consultant (Whitmore Environmental Sciences Inc.) | Whitmore Environmental Sciences Inc. | 2900 Woodland Park Drive, Atlanta, GA 30339 | $95,000 | Per Whitmore invoice wire instructions | Phase I environmental assessments
12 | Transaction Fees — Financing Fees (Pinnacle National Bank, N.A.) | Pinnacle National Bank, N.A. | 300 Vesey Street, New York, NY 10281 | Laura Fitzgibbons, Managing Director | $3,100,000 | Netted from Term Loan A proceeds or paid separately per commitment letter | Upfront fees, arrangement fees, and administrative agent fees under Senior Secured Credit Facility
13 | Transaction Fees — R&W Underwriting Counsel (Caldwell Strand LLP) | Caldwell Strand LLP | 155 North Wacker Drive, Suite 3200, Chicago, IL 60606 | $125,000 | Per Caldwell Strand wire instructions | Underwriting counsel fees for R&W policy
14 | Transaction Fees — Filing and Miscellaneous Costs | Various | $130,000 | DE and TN UCC filing fees, state regulatory filing fees (TN, GA, NC change-of-ownership), good standing certificates, registered agent fees (National Registered Services, Inc.)
TOTAL USES | $621,800,000
[sheet: Reconciliation]
Line | Description | Amount ($) | Reference
A | SOURCES
A1 | Term Loan A (Pinnacle National Bank, N.A.) | $310,000,000 | Senior Secured Credit Facility; 5-year; SOFR + 325 bps
A2 | Equity Contribution (Ardent Capital Partners III LP) | $220,000,000 | Cash equity from Fund III
A3 | Total Sources | $530,000,000 | A1 + A2
B | USES — PURCHASE PRICE COMPONENTS
B1 | Base Purchase Price | $620,000,000 | Per APA Section 2.2
B2 | Less: Escrow Holdback (funded from Buyer equity) | ($62,000,000) | 10% × $620M; deposited with Commonwealth Trust & Escrow Company
B3 | Cash to Seller at Closing (before NWC adjustment) | $558,000,000 | B1 + B2
B4 | Plus: Estimated NWC Adjustment (overage payable to Seller) | $1,200,000 | Estimated Closing NWC $29,200,000 − NWC Target $28,000,000 = $1,200,000 (exceeds $500K collar)
B5 | Less: Velthorn Payoff (from Seller's gross proceeds) | ($87,400,000) | Paid directly to Velthorn Merchant Bank, N.A. on Seller's behalf
B6 | Net Cash to Seller's Designated Account | $471,800,000 | B3 + B4 − |B5|; i.e., $558,000,000 + $1,200,000 − $87,400,000 = $471,800,000
C | USES — ESCROW
C1 | Escrow Deposit to Commonwealth Trust & Escrow Company | $62,000,000 | Funded from Buyer equity; held per Escrow Agreement
D | USES — SELLER DEBT PAYOFF
D1 | Velthorn Merchant Bank, N.A. — Payoff of Existing Indebtedness | $87,400,000 | Per Payoff Letter dated June 26, 2024; Credit Agreement dated March 15, 2018
E | USES — TRANSACTION FEES & COSTS (BUYER-BORNE)
E1 | Graystone Partners LLC — Financial Advisory Fee | $4,650,000
E2 | Calderwood & Harkness LLP — Legal Fees and Expenses | $2,850,000 | Matter No. 2024-M&A-0142
E3 | Ashford & Creighton LLP — Accounting / Tax Advisory Fees | $1,150,000
E4 | Hargrove, Sinclair & Demarest LLP — Healthcare Regulatory Counsel | $475,000
E5 | Sentinel Specialty Insurance Company — R&W Insurance Premium | $1,240,000 | Policy No. SSI-RWI-2024-05178; $62M coverage
E6 | Cornerstone Land Title Company — Title and Survey | $185,000
E7 | Whitmore Environmental Sciences Inc. — Environmental | $95,000
E8 | Pinnacle National Bank, N.A. — Financing Fees | $3,100,000 | Upfront / arrangement / admin agent fees
E9 | Caldwell Strand LLP — R&W Underwriting Counsel | $125,000
E10 | Filing and Miscellaneous Costs | $130,000 | UCC filings, state regulatory filings, registered agent fees
E11 | Total Buyer Transaction Fees & Costs | $14,000,000 | SUM(E1:E10)
F | TOTAL USES RECONCILIATION
F1 | Net Cash to Seller (B6) | $471,800,000
F2 | Estimated NWC Adjustment to Seller (B4) | $1,200,000 | Subject to final true-up by September 28, 2024
F3 | Escrow Deposit (C1) | $62,000,000
F4 | Velthorn Payoff (D1) | $87,400,000
F5 | Buyer Transaction Fees & Costs (E11) | $14,000,000
F6 | Total Uses (Gross) | $636,400,000 | F1 + F2 + F3 + F4 + F5
G | SOURCES vs. USES CHECK
G1 | Total Sources (A3) | $530,000,000
G2 | Less: Velthorn Payoff Funded from Seller's Proceeds | ($87,400,000) | Reduces net outflow from Buyer sources; paid from gross purchase price
G3 | Adjusted Buyer Source Outflow | $530,000,000 | Sources fund: $558M to Seller + $62M escrow + $1.2M NWC adj − $87.4M Velthorn (from Seller proceeds) + $14M fees — reconciles via waterfall below
G4 | Verification: Buyer Sources ($530M) = Escrow ($62M) + Net to Seller after Velthorn payoff ($471.8M + $1.2M = $473M) − Seller Payoff is from Seller proceeds + Buyer Fees ($14M) — cross check with waterfall | Balanced
H | PURCHASE PRICE WATERFALL — SELLER SHAREHOLDER ALLOCATION
H1 | Gross Proceeds to Seller (before payoff and Seller costs) | $559,200,000 | $558,000,000 + $1,200,000 NWC adj
H2 | Less: Velthorn Payoff | ($87,400,000)
H3 | Less: Estimated Seller Transaction Costs (Seller's counsel, financial advisor, etc.) | $0 | Seller responsible for own costs; not funded from Buyer sources; shown for completeness
H4 | Net Distributable to Seller Shareholders | $471,800,000 | Before Seller's own fee deductions
H5 | Dr. Randall J. Whitfield (52%) | $245,336,000 | 52% × $471,800,000
H6 | Elaine Whitfield-Torres (18%) | $84,924,000 | 18% × $471,800,000
H7 | Ridgeline Growth Equity Fund II LP (22%) | $103,796,000 | 22% × $471,800,000
H8 | Other Management Shareholders (8%) | $37,744,000 | 8% × $471,800,000
H9 | Total Shareholder Distribution | $471,800,000 | H5 + H6 + H7 + H8 = H4
[sheet: Wire Instructions]
Recipient No. | Recipient Entity | Recipient Contact | Receiving Bank | ABA / Routing No. | Account No. | Account Name | Reference / Memo | Amount ($) | Wire Initiation Time
1 | Cardinal Peak Industries, Inc. (Seller — Net Purchase Price) | Dr. Randall J. Whitfield | [Seller's designated bank] | [ABA] | [Acct No.] | Cardinal Peak Industries, Inc. | APA Closing — Net Purchase Price Payment | $558,400,000 | June 30, 2024, 10:00 AM ET (or upon confirmation of all closing conditions)
2 | Commonwealth Trust & Escrow Company (Escrow Agent) | Martin Galbraith, VP | [Commonwealth designated bank] | [ABA] | [Acct No.] | Commonwealth Trust — Ardent/CPI Indemnification Escrow | Escrow Deposit per Escrow Agreement dated June 30, 2024 | $62,000,000 | June 30, 2024, 10:00 AM ET
3 | Velthorn Merchant Bank, N.A. (Seller's Existing Lender Payoff) | Per Payoff Letter | [Velthorn designated account] | [ABA] | [Acct No.] | Cardinal Peak Industries, Inc. — Loan Payoff | Payoff per letter dated June 26, 2024; Credit Agreement dated March 15, 2018 | $87,400,000 | June 30, 2024, 10:00 AM ET (priority wire — must be received same day for UCC release)
4 | Graystone Partners LLC | Nathaniel Prescott | [Bank] | [ABA] | [Acct No.] | Graystone Partners LLC | Advisory Fee — Project Cardinal | $4,650,000 | June 30, 2024
5 | Calderwood & Harkness LLP | Beatrice Holloway | [Bank] | [ABA] | [Acct No.] | Calderwood & Harkness LLP Attorney Trust Account | Legal Fees — Matter No. 2024-M&A-0142 | $2,850,000 | June 30, 2024
6 | Ashford & Creighton LLP | Gregory Nolan | [Bank] | [ABA] | [Acct No.] | Ashford & Creighton LLP | FDD / Tax Advisory Fees — Project Cardinal | $1,150,000 | June 30, 2024
7 | Hargrove, Sinclair & Demarest LLP | Angela Demarest | [Bank] | [ABA] | [Acct No.] | Hargrove, Sinclair & Demarest LLP | Healthcare Regulatory Counsel Fees | $475,000 | June 30, 2024
8 | Sentinel Specialty Insurance Company (via Alder Risk Partners LLC) | Philip Yuen | [Bank] | [ABA] | [Acct No.] | Alder Risk Partners LLC — Premium Trust Account | R&W Insurance Premium — Policy No. SSI-RWI-2024-05178 | $1,240,000 | June 30, 2024
9 | Pinnacle National Bank, N.A. (Financing Fees) | Laura Fitzgibbons | [Netted from TLA proceeds] | N/A — Netted | N/A — Netted | Pinnacle National Bank, N.A. | Upfront / Arrangement / Admin Agent Fees | $3,100,000 | Netted from Term Loan A funding
10 | Cornerstone Land Title Company | [Bank] | [ABA] | [Acct No.] | Cornerstone Land Title Company | Title and Survey Fees | $185,000 | June 30, 2024
11 | Whitmore Environmental Sciences Inc. | [Bank] | [ABA] | [Acct No.] | Whitmore Environmental Sciences Inc. | Environmental Assessment Fees | $95,000 | June 30, 2024
12 | Caldwell Strand LLP | [Bank] | [ABA] | [Acct No.] | Caldwell Strand LLP | R&W Underwriting Counsel Fees | $125,000 | June 30, 2024
13 | Various (Filing / Misc. Costs) | Various | UCC Filings, State Filings, Registered Agent | $130,000 | Various
TOTAL WIRES | $721,800,000 | Note: Total includes $87.4M Velthorn payoff and $558.4M to Seller (which includes Velthorn payoff from Seller proceeds); net Buyer outflow = $530,000,000 in Sources
[sheet: Key Dates & Post-Closing]
Item No. | Date | Event / Obligation | Amount ($) | Responsible Party | Notes
1 | June 30, 2024 | Closing Date — All wires initiated per this memorandum | $530,000,000 | Calderwood & Harkness LLP / Ardent Capital | Total Sources funded
2 | September 28, 2024 | Final Net Working Capital Determination Deadline (90 days post-closing) | TBD | Ashford & Creighton LLP / Buyer | Estimated Closing NWC: $29,200,000; NWC Target: $28,000,000; estimated adjustment: $1,200,000 to Seller; final adjustment may differ; $500,000 de minimis collar applies
3 | June 30, 2025 | Escrow Tranche 1 Release | $31,000,000 | Commonwealth Trust & Escrow Company | 50% of $62,000,000 escrow; released net of pending indemnification claims
4 | June 30, 2025 | Earnout Period 1 Ends (12-month period) | Up to $22,500,000 | Ardent Healthcare Acquisition Corp. | Adjusted EBITDA target: ≥ $85,000,000 for full payout; threshold $80,000,000; linear ramp $4.50 per $1 above threshold
5 | September 28, 2025 | Earnout Period 1 Payment Deadline (90 days after period end) | Up to $22,500,000 | Ardent Healthcare Acquisition Corp. | Payment due within 90 days of end of Earnout Period 1; per Earnout Agreement
6 | December 30, 2025 | Escrow Tranche 2 (Final) Release | $31,000,000 | Commonwealth Trust & Escrow Company | Remaining 50% of escrow; net of pending claims; coincides with General R&W Survival Expiration
7 | December 30, 2025 | General Representations & Warranties Survival Expiration | N/A | 18 months post-closing; Indemnification Cap: $124,000,000 (20% of $620M); Basket: $3,100,000 (0.5%); De Minimis: $100,000
8 | June 30, 2026 | Earnout Period 2 Ends (12-month period) | Up to $22,500,000 | Ardent Healthcare Acquisition Corp. | Adjusted EBITDA target: ≥ $95,000,000 for full payout; threshold $90,000,000; linear ramp $4.50 per $1; aggregate earnout cap: $45,000,000
9 | September 28, 2026 | Earnout Period 2 Payment Deadline (90 days after period end) | Up to $22,500,000 | Ardent Healthcare Acquisition Corp. | Payment due within 90 days of end of Earnout Period 2; per Earnout Agreement
10 | June 30, 2027 | Fundamental Representations Survival Expiration | N/A | 36 months post-closing; covers title, authorization, organization, tax, and ERISA representations

[sheet: Cover]

Record

Parties

Dates

Amounts