[sheet: Overview]
Field | Detail
Matter | Ardent Capital Partners III LP — Acquisition of Cardinal Peak Industries, Inc.
C&H Matter No. | 2024-M&A-0142
Prepared By | Derek Okonkwo / Tiffany Rosenthal, Calderwood & Harkness LLP
Reviewed By | Beatrice Holloway, Responsible Partner
Date | March 22, 2024
Client | Ardent Capital Partners III LP (Buyer), through Ardent Healthcare Acquisition Corp. (Purchaser)
Target / Seller | Cardinal Peak Industries, Inc. (CPI)
Transaction Structure | Asset Purchase — Purchaser acquires substantially all assets of CPI and assumes specified liabilities
Base Purchase Price | $620,000,000
Signing Date | April 2, 2024 (anticipated at time of review)
Target Closing Date | June 20, 2024
Governing Law (APA) | State of Delaware
Scope of Review | All material contracts identified in CPI's data room, including managed-care/payor agreements, vendor agreements, IT/software contracts, employment/consulting agreements, and lease-related agreements (leases tracked separately in Lease Consent Tracker)
Total Contracts Reviewed | 68
Contracts Flagged with Risk/Issues | 23
Key Finding — Change of Control | 34 of 68 contracts contain change of control or assignment provisions potentially triggered by the asset purchase; consent or notice required for 29 contracts
Key Finding — Revenue Concentration | SummitCare Health Plans, Inc. accounts for ~22% of CPI net revenue; Medicare/Medicaid combined ~31%
Key Finding — Consent Risk | Failure to obtain consent from SummitCare and certain other major payors prior to closing could result in termination rights; recommend making consents a closing condition or securing estoppels
Seller's Counsel | Barrow, Kensington & Pratt LLP (Catherine Barrow / Samuel Otieno)
Buyer's Counsel | Calderwood & Harkness LLP (Beatrice Holloway / Derek Okonkwo / Tiffany Rosenthal)
[sheet: Managed Care - Payor Agreements]
Contract No. | Counterparty | Contract Type | Effective Date | Expiration / Renewal Date | Auto-Renewal | Estimated % of CPI Net Revenue | Change of Control Provision | Change of Control Trigger Description | Assignable Without Consent | Consent Required for Asset Purchase | Notice Required | Notice Period (days) | Termination Right Upon Change of Control | Termination for Convenience | Termination for Convenience Notice Period (days) | Non-Compete / Exclusivity | Material Restrictive Covenants | Consent Status | Risk Level | Issue Flags / Notes
MC-001 | SummitCare Health Plans, Inc. | Managed Care — PPO/HMO Network Participation Agreement | 2019-07-01 | 2025-06-30 | Y — 2-year auto-renewal | ~22% | Y | Change of control defined as transfer of >50% ownership interest or substantially all assets; triggers notice and counterparty consent requirement | N | Y | Y | 60 | Y — counterparty may terminate within 90 days of notice of change of control if consent not obtained | Y | 180 | N | None | Consent request sent March 15, 2024; pending | High | Largest single payor (~22% of net revenue). Consent critical — termination would materially impact revenue. Recommend making SummitCare consent a closing condition or negotiating a bring-down provision. Anti-assignment clause broadly drafted.
MC-002 | Bluegrass Regional Health Network, Inc. | Managed Care — PPO Participation Agreement | 2020-01-15 | 2026-01-14 | Y — 1-year auto-renewal | ~9% | Y | Assignment or change of control requires prior written consent of counterparty | N | Y | Y | 30 | Y — may terminate on 60 days' notice if consent not obtained | Y | 90 | N | None | Consent request sent March 15, 2024; pending | High | Second largest commercial payor. Consent language is strict; no deemed-consent provision.
MC-003 | Magnolia Benefits Corporation | Managed Care — HMO Network Agreement | 2021-04-01 | 2024-12-31 | Y — 1-year auto-renewal | ~7% | Y | Requires 45-day advance notice of any change in ownership or management control | N | Y | Y | 45 | N — notice only; no termination right triggered | Y | 120 | N | None | Notice to be provided pre-closing | Medium | Notice-only requirement; no consent needed but must ensure timely delivery.
MC-004 | Appalachian Mutual Health Plan | Managed Care — POS Network Agreement | 2018-09-01 | 2024-08-31 | Y — 1-year auto-renewal | ~5% | Y | Assignment prohibited without prior written consent; change of control defined to include asset sales | N | Y | Y | 30 | Y | Y | 90 | N | None | Consent request sent March 18, 2024; pending | Medium | Approaching renewal; consider negotiating new agreement with Purchaser directly at closing.
MC-005 | Cavalier Health Insurance Co. | Managed Care — PPO Participation | 2022-03-01 | 2027-02-28 | Y — 2-year auto-renewal | ~4% | Silent | No express change of control provision; anti-assignment clause requires consent for assignment | N | Y | N | N/A | N | Y | 90 | N | None | Consent request sent March 18, 2024; pending | Medium | Silent on change of control but anti-assignment clause may be triggered by asset purchase. Conservative approach: obtain consent.
MC-006 | Piedmont Select Care, LLC | Managed Care — EPO Network Agreement | 2020-06-15 | 2025-06-14 | Y — 1-year auto-renewal | ~4% | Y | Prior written consent required for any assignment or change of control | N | Y | Y | 30 | Y | Y | 60 | N | None | Consent request sent March 18, 2024; pending | Medium | Standard consent requirement.
MC-007 | Heritage Preferred Network, Inc. | Managed Care — PPO Participation | 2019-11-01 | 2024-10-31 | Y — 1-year auto-renewal | ~3% | Y | Notice and consent required for change of ownership | N | Y | Y | 30 | Y | Y | 90 | N | None | Consent request sent March 22, 2024; pending | Low | Smaller payor; approaching renewal.
MC-008 | Southeastern Employers Health Trust | Managed Care — PPO Participation | 2021-01-01 | 2025-12-31 | Y — 1-year auto-renewal | ~3% | Silent | No change of control provision; assignment clause silent on asset transfers | Y — assignable with notice | N | Y | 30 | N | Y | 90 | N | None | Notice to be provided pre-closing | Low | Favorable terms — assignable with notice only.
MC-009 | Crestline Workers' Comp Administrators, Inc. | Workers' Compensation — Provider Agreement | 2020-08-01 | 2025-07-31 | Y — 1-year auto-renewal | ~2% | Y | Consent required for assignment; change of control language includes asset sales | N | Y | Y | 30 | N | Y | 60 | N | None | Consent request sent March 22, 2024; pending | Low | Workers' comp line; consent expected.
MC-010 | Valley Bridge Health Partners, LLC | Managed Care — HMO Network Agreement | 2022-07-01 | 2027-06-30 | Y — 2-year auto-renewal | ~2% | Y | Consent required | N | Y | Y | 45 | Y | Y | 90 | N | None | Consent request sent March 22, 2024; pending | Low | Standard terms.
MC-011 | Copper Ridge Insurance Group | Managed Care — PPO Participation | 2023-01-01 | 2028-12-31 | Y — 1-year auto-renewal | ~1.5% | Silent | No express change of control provision | Y — assignable with notice | N | Y | 30 | N | Y | 120 | N | None | Notice to be provided pre-closing | Low | Assignable; low risk.
MC-012 | Riverbend Group Health, Inc. | Managed Care — POS Network Agreement | 2021-10-01 | 2024-09-30 | Y — 1-year auto-renewal | ~1% | Y | Consent required for change of control | N | Y | Y | 30 | Y | Y | 60 | N | None | Consent request sent March 22, 2024; pending | Low | Approaching renewal; small revenue share.
GOV-001 | Medicare (CMS) | Medicare Provider Enrollment / Participation | Various | Ongoing | N/A | ~19% | N/A — regulatory enrollment | Change of ownership triggers CMS-855A filing and 36-month bar on assignment of billing privileges unless approved | N/A | N/A — regulatory filing required (change of ownership application) | Y | Per CMS requirements | N/A | N/A | N/A | N | N/A | Hargrove, Sinclair & Demarest LLP handling CMS change of ownership filings | High | ~19% of net revenue. CMS CHOW application required; must be filed and approved. Coordination with healthcare regulatory counsel (Angela Demarest). State-level Medicaid enrollment also required.
GOV-002 | Medicaid (various state programs: TN, GA, NC, SC, AL, VA, KY) | Medicaid Provider Enrollment / Participation | Various | Ongoing | N/A | ~12% | N/A — regulatory enrollment | State Medicaid change of ownership notices/applications required in each state | N/A | N/A — regulatory filings required | Y | Varies by state | N/A | N/A | N/A | N | N/A | Filings being coordinated by HSD and C&H; state healthcare change-of-ownership notices filed March 4, 2024 for TN, GA, NC | High | ~12% of net revenue combined. Seven-state filings required. TN, GA, NC filings already made (March 4, 2024). SC, AL, VA, KY filings to follow.
[sheet: Vendor Agreements]
Contract No. | Counterparty | Contract Type | Effective Date | Expiration / Renewal Date | Auto-Renewal | Annual Contract Value | Change of Control Provision | Change of Control Trigger Description | Assignable Without Consent | Consent Required for Asset Purchase | Notice Required | Termination for Convenience | Exclusivity / Volume Commitments | Consent Status | Risk Level | Issue Flags / Notes
V-001 | MedPro National Supply Corp. | Medical and Rehabilitation Supplies — Master Purchase Agreement | 2021-03-01 | 2026-02-28 | Y — 1-year auto-renewal | $8,200,000 | Y | Consent required for assignment or change of control | N | Y | Y | Y — 90 days' notice | Volume commitment: minimum annual purchase of $6,000,000; pricing tiered by volume | Consent request sent March 22, 2024; pending | Medium | Volume commitment will carry over to Purchaser. Ensure Purchaser can maintain minimum volumes across 37 locations.
V-002 | Clearpoint Revenue Cycle Management, LLC | Revenue Cycle / Medical Billing Services Agreement | 2020-09-01 | 2025-08-31 | Y — 1-year auto-renewal | $5,600,000 | Y | Assignment requires prior written consent; change of control triggers 60-day negotiation period | N | Y | Y | Y — 120 days' notice | Exclusive billing services provider for all 37 locations | Consent request sent March 22, 2024; pending | High | Exclusive arrangement. Critical operational dependency. Termination or disruption would materially affect revenue collection. Recommend obtaining consent as a closing condition or arranging backup. TSA may need to address interim period.
V-003 | Atlas Facility Services, Inc. | Janitorial and Facility Maintenance — Master Services Agreement | 2022-01-01 | 2025-12-31 | Y — 1-year auto-renewal | $3,400,000 | Silent | No express change of control provision | Y — assignable with notice | N | Y | Y — 60 days' notice | Non-exclusive | Notice to be provided pre-closing | Low | Assignable with notice. Low risk.
V-004 | Premier Staffing Solutions, LLC | Temporary Clinical Staffing Agreement | 2023-02-01 | 2025-01-31 | Y — 1-year auto-renewal | $4,100,000 | Y | Consent required for assignment | N | Y | Y | Y — 30 days' notice | Non-exclusive; rate card attached | Consent request sent March 25, 2024; pending | Medium | CPI uses temporary clinical staff to cover vacancies. Consent expected to be routine.
V-005 | Ridgeway Pharmaceutical Distributors, Inc. | Pharmaceutical Supply Agreement | 2020-06-01 | 2025-05-31 | Y — 1-year auto-renewal | $2,900,000 | Y | Consent required for assignment or change of control | N | Y | Y | Y — 90 days' notice | Preferred vendor; non-exclusive | Consent request sent March 25, 2024; pending | Low | Non-exclusive; alternative suppliers available.
V-006 | Oakmont Office Products, LLC | Office Supplies and Equipment — Master Agreement | 2022-06-01 | 2025-05-31 | Y — 1-year auto-renewal | $1,200,000 | Silent | No express change of control provision | Y — freely assignable | N | N | Y — 30 days' notice | Non-exclusive | N/A — no consent required | Low | Low value; freely assignable.
V-007 | Pinnacle Waste Management Services, Inc. | Medical Waste Disposal Agreement | 2021-08-01 | 2026-07-31 | Y — 1-year auto-renewal | $1,800,000 | Y | Consent required for assignment | N | Y | Y | Y — 60 days' notice | Non-exclusive | Consent request sent March 25, 2024; pending | Low | Regulatory compliance item — must maintain uninterrupted medical waste services. Consent expected.
V-008 | Breckenridge Insurance Agency, LLC | Commercial Insurance Brokerage / Policy Placement Agreement | 2019-01-01 | Ongoing — terminable on 60 days' notice | N/A | $850,000 | Silent | No express change of control provision | Y — terminable at will | N | N | Y — 60 days' notice | Non-exclusive | N/A | Low | Purchaser may wish to transition to its own insurance program post-closing.
V-009 | Mountainview Food Services, Inc. | Dietary and Food Services — Master Agreement | 2021-05-01 | 2026-04-30 | Y — 1-year auto-renewal | $2,750,000 | Y | Consent required for assignment or change of control | N | Y | Y | Y — 60 days' notice | Non-exclusive; per-meal pricing schedule | Consent request sent March 25, 2024; pending | Low | Dietary services for inpatient rehabilitation facilities. Consent expected to be routine.
V-010 | Carolina Linen Supply Co. | Linen and Laundry Services Agreement | 2022-04-01 | 2025-03-31 | Y — 1-year auto-renewal | $1,350,000 | Silent | No express change of control provision | Y — assignable with notice | N | Y | Y — 30 days' notice | Non-exclusive | Notice to be provided pre-closing | Low | Assignable with notice. Approaching renewal.
V-011 | TrueNorth Laboratory Services, LLC | Laboratory Testing Services Agreement | 2020-11-01 | 2025-10-31 | Y — 1-year auto-renewal | $1,950,000 | Y | Assignment requires prior written consent | N | Y | Y | Y — 90 days' notice | Preferred vendor; non-exclusive | Consent request sent March 25, 2024; pending | Medium | Primary lab services vendor. Non-exclusive but transition would cause operational disruption.
V-012 | Guardian Security Systems, Inc. | Security Monitoring and Guard Services Agreement | 2021-07-01 | 2024-06-30 | Y — 1-year auto-renewal | $980,000 | Silent | No express change of control provision | Y — freely assignable | N | N | Y — 30 days' notice | Non-exclusive | N/A — no consent required | Low | Freely assignable. Approaching renewal.
V-013 | Harmon Medical Equipment Leasing, LLC | Medical Equipment Lease Agreement | 2022-09-01 | 2027-08-31 | N — fixed 5-year term | $2,200,000 | Y | Consent required for assignment; lessor has right to accelerate upon unapproved assignment | N | Y | Y | Y — subject to early buyout after Year 3 | N/A — equipment lease | Consent request sent March 25, 2024; pending | Medium | Equipment lease covering rehabilitation and imaging equipment across 12 locations. Acceleration risk if consent not obtained.
V-014 | Cypress Environmental Compliance, LLC | Environmental Compliance and Hazardous Materials Management | 2023-01-01 | 2025-12-31 | Y — 1-year auto-renewal | $420,000 | Silent | No express change of control provision | Y — assignable with notice | N | Y | Y — 30 days' notice | Non-exclusive | Notice to be provided pre-closing | Low | Regulatory compliance vendor. Assignable with notice.
V-015 | Summit Fleet Management, Inc. | Vehicle Fleet Lease and Management Agreement | 2021-10-01 | 2026-09-30 | Y — 1-year auto-renewal | $680,000 | Y | Consent required for assignment | N | Y | Y | Y — 90 days' notice | Non-exclusive; 22 vehicles under lease | Consent request sent March 25, 2024; pending | Low | Fleet of 22 vehicles for mobile rehabilitation services. Consent expected.
TOTAL ANNUAL VENDOR CONTRACT VALUE | $38,380,000
[sheet: IT & Software Contracts]
Contract No. | Counterparty | Contract Type | Effective Date | Expiration / Renewal Date | Auto-Renewal | Annual Contract Value | Change of Control Provision | Change of Control Trigger Description | Assignable Without Consent | Consent Required for Asset Purchase | Notice Required | Termination for Convenience | Data Privacy / HIPAA BAA in Place | Consent Status | Risk Level | Issue Flags / Notes
IT-001 | Meridian Cloud Hosting, LLC | Cloud Infrastructure / Hosting Services Agreement (hosts PeakConnect platform) | 2020-04-01 | 2025-03-31 | Y — 1-year auto-renewal | $1,400,000 | Y | Assignment or change of control requires prior written consent; counterparty may terminate on 30 days' notice if consent not obtained | N | Y | Y | Y — 90 days' notice | Y — HIPAA BAA executed | Consent request sent March 18, 2024; pending | High | Hosts CPI's proprietary PeakConnect patient-engagement software platform. Critical infrastructure — disruption would affect all 37 clinic locations. Recommend making consent a closing condition. Ensure HIPAA BAA is assigned or new BAA executed with Purchaser.
IT-002 | Atherton EHR Systems, Inc. | Electronic Health Records (EHR) Software License Agreement | 2019-01-15 | 2026-01-14 | Y — 2-year auto-renewal | $2,100,000 | Y | Consent required for assignment; change of control includes asset transfer | N | Y | Y | N — early termination subject to buyout of remaining term | Y — HIPAA BAA executed | Consent request sent March 18, 2024; pending | High | Core clinical system used across all 37 facilities. Non-cancelable without substantial penalty. Consent critical. Early termination fee estimated at ~$3.8M if terminated before 2026.
IT-003 | Pinnacle Investors Cybersecurity Solutions, Inc. | Managed IT Security Services Agreement | 2022-06-01 | 2025-05-31 | Y — 1-year auto-renewal | $780,000 | Silent | No express change of control provision | Y — assignable with notice | N | Y | Y — 60 days' notice | Y — HIPAA BAA executed | Notice to be provided pre-closing | Low | Assignable with notice. May wish to evaluate against Purchaser's existing cybersecurity vendor.
IT-004 | Lakeshore Analytics, LLC | Data Analytics and Reporting Platform License | 2023-03-01 | 2026-02-28 | Y — 1-year auto-renewal | $520,000 | Y | Consent required for assignment | N | Y | Y | Y — 90 days' notice | Y — HIPAA BAA executed | Consent request sent March 25, 2024; pending | Medium | Used for clinical outcomes reporting and payor analytics. Consent expected.
IT-005 | Granite Telecom Services, Inc. | Telecommunications and VoIP Services Agreement | 2021-09-01 | 2024-08-31 | Y — 1-year auto-renewal | $640,000 | Silent | No express change of control provision | Y — freely assignable | N | N | Y — 30 days' notice | N/A | N/A — no consent required | Low | Approaching renewal. Freely assignable.
IT-006 | PeakConnect Platform (CPI Proprietary) | Proprietary Software — Owned by CPI | N/A — developed in-house (2016-present) | N/A | N/A | N/A (internal development costs ~$1.2M/year) | N/A — owned asset | N/A — being transferred to Purchaser via IP Assignment Agreement | N/A | N/A | N/A | N/A | Y — all patient data handled in compliance with HIPAA | N/A — transferred as acquired asset | Medium | Proprietary patient-engagement platform. U.S. Trademark Reg. No. 5,412,887. Being assigned to Purchaser under the IP Assignment Agreement. Dependencies on third-party hosting (IT-001) and EHR integration (IT-002) must be preserved. Development team (6 FTEs) should be included among transferred employees.
IT-007 | DocuVault Health Records Storage, Inc. | Document Management and Archival Services Agreement | 2020-07-01 | 2025-06-30 | Y — 1-year auto-renewal | $340,000 | Y | Consent required for assignment | N | Y | Y | Y — 60 days' notice | Y — HIPAA BAA executed | Consent request sent March 25, 2024; pending | Low | Legacy records archival. Consent expected to be routine. HIPAA BAA to be assigned.
IT-008 | Nexus HR & Payroll Systems, LLC | HRIS and Payroll Processing Software License | 2021-02-01 | 2026-01-31 | Y — 1-year auto-renewal | $460,000 | Y | Consent required for assignment or change of control | N | Y | Y | Y — 90 days' notice | Y — includes PII data handling provisions | Consent request sent March 25, 2024; pending | Medium | Payroll and HR system for ~2,400 employees. Consent needed. Purchaser may wish to integrate into its own HRIS platform post-closing.
IT-009 | Ashgrove Enterprises Patient Portal Services, Inc. | Patient Portal Software-as-a-Service Agreement | 2022-01-01 | 2025-12-31 | Y — 1-year auto-renewal | $290,000 | Silent | No express change of control provision | Y — assignable with notice | N | Y | Y — 60 days' notice | Y — HIPAA BAA executed | Notice to be provided pre-closing | Low | Patient-facing portal integrated with PeakConnect. Assignable with notice.
IT-010 | Ironbridge Network Solutions, Inc. | Wide Area Network (WAN) and Connectivity Services Agreement | 2021-04-01 | 2026-03-31 | Y — 1-year auto-renewal | $580,000 | Silent | No express change of control provision | Y — assignable with notice | N | Y | Y — 90 days' notice | N/A | Notice to be provided pre-closing | Low | WAN connectivity across all 37 locations. Assignable with notice.
TOTAL ANNUAL IT CONTRACT VALUE (excl. proprietary) | $7,110,000
[sheet: Employment & Consulting Agreeme]
Contract No. | Individual / Counterparty | Title / Role | Contract Type | Effective Date | Expiration / Term | Annual Compensation | Change of Control Provision | Change of Control Trigger Description | Severance / Golden Parachute on Change of Control | Non-Compete / Non-Solicit | Non-Compete Duration | Non-Compete Geographic Scope | Assignable Without Consent | Consent Required for Asset Purchase | Treatment at Closing | Risk Level | Issue Flags / Notes
E-001 | Dr. Randall J. Whitfield | Founder, Chairman & CEO | Executive Employment Agreement | 2018-06-01 | Evergreen — terminable by either party with 12 months' notice | $1,250,000 (base) + performance bonus up to 100% | Y | Change of control triggers (a) accelerated vesting of deferred compensation, (b) 30-day good reason termination window, and (c) enhanced severance of 2x base salary + bonus if terminated within 12 months post-change of control | Enhanced severance: 2x ($1,250,000 base + target bonus) = up to $5,000,000 | Y | 3 years post-termination | TN, GA, AL, NC, SC, VA, KY (all 7 CPI states) | N — personal services contract | Y — existing agreement being terminated and replaced | Existing CPI employment agreement to be terminated at closing. New Employment Agreement with Ardent Healthcare Acquisition Corp. — 3-year term commencing June 30, 2024. New Non-Competition and Non-Solicitation Agreement (3-year restrictive covenant) also being executed. | High | 52% shareholder. Critical to post-closing operations and earnout performance. Change of control provisions in existing agreement trigger enhanced severance — negotiate waiver as condition to closing. New agreements governed by Tennessee law.
E-002 | Elaine Whitfield-Torres | Co-Founder & Chief Clinical Officer | Executive Employment Agreement | 2018-06-01 | Evergreen — terminable by either party with 6 months' notice | $820,000 (base) + performance bonus up to 75% | Y | Similar change of control provisions to E-001; enhanced severance of 1.5x base salary + bonus | Enhanced severance: 1.5x ($820,000 base + target bonus) = up to $2,152,500 | Y | 3 years post-termination | TN, GA, AL, NC, SC, VA, KY (all 7 CPI states) | N — personal services contract | Y — existing agreement being terminated and replaced | Existing CPI employment agreement to be terminated at closing. New Employment Agreement with Ardent Healthcare Acquisition Corp. — 3-year term commencing June 30, 2024. New Non-Competition and Non-Solicitation Agreement (3-year restrictive covenant) also being executed. | High | 18% shareholder. Critical clinical leadership. Change of control enhanced severance to be waived at closing.
E-003 | Thomas Kell | Chief Financial Officer | Executive Employment Agreement | 2019-09-15 | Evergreen — terminable on 90 days' notice | $540,000 (base) + performance bonus up to 50% | Y | Change of control triggers 1x base severance if terminated within 12 months | 1x base = $540,000 | Y | 2 years post-termination | TN, GA | N | Y — being assumed and amended | Employment agreement to be assumed by Purchaser via Assignment and Assumption Agreement with amendment to update employer entity. | Medium | Key finance executive. Important for NWC true-up and earnout calculation processes. Non-compete narrower than founders.
E-004 | Dr. Anya Petrov | Regional Clinical Director — Southeast | Executive Employment Agreement | 2021-01-15 | 2-year auto-renewing | $385,000 (base) + bonus | N | No change of control provision | N/A | Y | 1 year post-termination | GA, AL, SC | Y — assignable to successor employer | N | Employment agreement to be assumed by Purchaser. | Low | Standard clinical director agreement. Assignable.
E-005 | Dr. Marcus Ashby | Regional Clinical Director — Mid-Atlantic | Executive Employment Agreement | 2021-06-01 | 2-year auto-renewing | $375,000 (base) + bonus | N | No change of control provision | N/A | Y | 1 year post-termination | VA, NC, KY | Y — assignable to successor employer | N | Employment agreement to be assumed by Purchaser. | Low | Standard clinical director agreement. Assignable.
E-006 | Jennifer Hartwell | Chief Operating Officer | Executive Employment Agreement | 2020-03-01 | Evergreen — terminable on 90 days' notice | $480,000 (base) + performance bonus up to 50% | Y | Change of control triggers 1x base severance if terminated within 12 months | 1x base = $480,000 | Y | 2 years post-termination | TN, GA, NC | N | Y — being assumed and amended | Employment agreement to be assumed by Purchaser via Assignment and Assumption Agreement with amendment to update employer entity. | Medium | Key operational executive. Important for post-closing integration. Change of control severance to be waived or renegotiated.
E-007 | David Chen, Esq. | General Counsel & Chief Compliance Officer | Executive Employment Agreement | 2020-08-01 | Evergreen — terminable on 90 days' notice | $420,000 (base) + performance bonus up to 40% | Y | Change of control triggers 1x base severance if terminated within 12 months | 1x base = $420,000 | Y | 2 years post-termination | TN, GA | N | Y — being assumed and amended | Employment agreement to be assumed by Purchaser via Assignment and Assumption Agreement with amendment to update employer entity. Critical for regulatory compliance continuity. | Medium | Compliance and regulatory knowledge essential during transition. Healthcare compliance program oversight.
E-008 | Sandra Morales | VP of Human Resources | Executive Employment Agreement | 2021-03-15 | Evergreen — terminable on 60 days' notice | $310,000 (base) + performance bonus up to 30% | N | No change of control provision | N/A | Y | 1 year post-termination | TN | Y — assignable to successor employer | N | Employment agreement to be assumed by Purchaser. | Low | Important for employee transition. Assignable.
E-009 | Henderson Consulting Group, LLC | N/A — Management Consulting Firm | Management Consulting Agreement (strategy and operations) | 2023-07-01 | 2024-12-31 | $360,000 | Silent | No express change of control provision | N/A | N/A | N/A | N/A | Y — terminable on 30 days' notice | N | To be evaluated post-closing. Purchaser may terminate or renegotiate. | Low | Engagement scope focused on operational efficiency improvements. Purchaser should evaluate whether to continue.
E-010 | Dr. William Reeves | Medical Advisory Board Chair — Independent Consultant | Consulting Agreement | 2022-01-01 | 2024-12-31 | $180,000 | Silent | No express change of control provision | N/A | N/A | N/A | N/A | Y — terminable on 30 days' notice | N | To be evaluated post-closing. Purchaser may terminate or renegotiate. | Low | Advisory role. Terminable at will.
E-011 | Brookstone IT Consulting, LLC | N/A — IT Consulting Firm | IT Strategy and Implementation Consulting Agreement | 2023-04-01 | 2025-03-31 | $275,000 | Silent | No express change of control provision | N/A | N/A | N/A | N/A | Y — terminable on 30 days' notice | N | To be evaluated post-closing. Purchaser may terminate or renegotiate. | Low | Assisting with PeakConnect platform enhancements. Purchaser should evaluate continuity needs.
E-012 | Dr. Lisa Yamamoto | Regional Clinical Director — Tennessee | Executive Employment Agreement | 2022-05-01 | 2-year auto-renewing | $390,000 (base) + bonus | N | No change of control provision | N/A | Y | 1 year post-termination | TN | Y — assignable to successor employer | N | Employment agreement to be assumed by Purchaser. | Low | Standard clinical director agreement. Assignable.
TOTAL POTENTIAL CHANGE OF CONTROL SEVERANCE EXPOSURE | $8,592,500 | Sum of all enhanced severance: $5,000,000 + $2,152,500 + $540,000 + $480,000 + $420,000 = $8,592,500
[sheet: Consent Summary]
Contract Ref. | Category | Counterparty | Consent / Notice Required | Date Request Sent | Responsible Party | Status | Date Obtained | Closing Condition | Risk if Not Obtained | Notes
MC-001 | Managed Care | SummitCare Health Plans, Inc. | Consent | 2024-03-15 | BKP / CPI | Pending | Y — Recommended | Termination right; ~22% of net revenue at risk | Follow-up calls scheduled weekly. Seller's counsel coordinating.
MC-002 | Managed Care | Bluegrass Regional Health Network, Inc. | Consent | 2024-03-15 | BKP / CPI | Pending | Y — Recommended | Termination right; ~9% of net revenue at risk | Strict consent language.
MC-003 | Managed Care | Magnolia Benefits Corporation | Notice Only | Not yet sent | BKP / CPI | Pending | N | Low — notice only; no termination right | 45-day advance notice required. To be sent by May 6, 2024.
MC-004 | Managed Care | Appalachian Mutual Health Plan | Consent | 2024-03-18 | BKP / CPI | Pending | N | Termination right; ~5% of net revenue at risk | Approaching renewal; may negotiate new agreement directly.
MC-005 | Managed Care | Cavalier Health Insurance Co. | Consent | 2024-03-18 | BKP / CPI | Pending | N | Potential anti-assignment challenge; ~4% of net revenue | Conservative approach — consent requested despite silent CoC provision.
MC-006 | Managed Care | Piedmont Select Care, LLC | Consent | 2024-03-18 | BKP / CPI | Pending | N | Termination right; ~4% of net revenue at risk | Standard consent request.
MC-007 | Managed Care | Heritage Preferred Network, Inc. | Consent | 2024-03-22 | BKP / CPI | Pending | N | Termination right; ~3% of net revenue at risk | Approaching renewal.
MC-008 | Managed Care | Southeastern Employers Health Trust | Notice Only | Not yet sent | BKP / CPI | Pending | N | Low — notice only | Assignable with notice. To be sent pre-closing.
MC-009 | Managed Care | Crestline Workers' Comp Administrators, Inc. | Consent | 2024-03-22 | BKP / CPI | Pending | N | Consent expected; ~2% of net revenue | Workers' comp line.
MC-010 | Managed Care | Valley Bridge Health Partners, LLC | Consent | 2024-03-22 | BKP / CPI | Pending | N | Termination right; ~2% of net revenue at risk | Standard terms.
MC-011 | Managed Care | Copper Ridge Insurance Group | Notice Only | Not yet sent | BKP / CPI | Pending | N | Low — notice only | Assignable with notice. To be sent pre-closing.
MC-012 | Managed Care | Riverbend Group Health, Inc. | Consent | 2024-03-22 | BKP / CPI | Pending | N | Termination right; ~1% of net revenue at risk | Small revenue share.
GOV-001 | Regulatory | Medicare (CMS) | Change of Ownership Application | TBD — per HSD timeline | HSD / C&H | In Progress | Y — Regulatory | Loss of Medicare billing privileges (~19% of net revenue) | Hargrove, Sinclair & Demarest LLP leading.
GOV-002 | Regulatory | Medicaid (7 states) | Change of Ownership Notices / Applications | 2024-03-04 (TN, GA, NC); others TBD | HSD / C&H | Partially Filed | Y — Regulatory | Loss of Medicaid billing privileges (~12% of net revenue) | TN, GA, NC filed March 4, 2024. SC, AL, VA, KY pending.
V-001 | Vendor | MedPro National Supply Corp. | Consent | 2024-03-22 | BKP / CPI | Pending | N | Volume commitment carryover risk; $8.2M annual value | Volume commitment to be assumed.
V-002 | Vendor | Clearpoint Revenue Cycle Management, LLC | Consent | 2024-03-22 | BKP / CPI | Pending | Y — Recommended | Exclusive billing services provider; operational disruption risk | Critical operational vendor.
V-003 | Vendor | Atlas Facility Services, Inc. | Notice Only | Not yet sent | BKP / CPI | Pending | N | Low — assignable with notice | To be sent pre-closing.
V-004 | Vendor | Premier Staffing Solutions, LLC | Consent | 2024-03-25 | BKP / CPI | Pending | N | Temporary staffing disruption; $4.1M annual value | Consent expected to be routine.
V-005 | Vendor | Ridgeway Pharmaceutical Distributors, Inc. | Consent | 2024-03-25 | BKP / CPI | Pending | N | Low — non-exclusive; alternatives available | Consent expected.
V-007 | Vendor | Pinnacle Waste Management Services, Inc. | Consent | 2024-03-25 | BKP / CPI | Pending | N | Regulatory compliance — must maintain medical waste services | Consent expected.
V-009 | Vendor | Mountainview Food Services, Inc. | Consent | 2024-03-25 | BKP / CPI | Pending | N | Dietary services disruption; $2.75M annual value | Consent expected to be routine.
V-011 | Vendor | TrueNorth Laboratory Services, LLC | Consent | 2024-03-25 | BKP / CPI | Pending | N | Lab services transition disruption; $1.95M annual value | Primary lab vendor.
V-013 | Vendor | Harmon Medical Equipment Leasing, LLC | Consent | 2024-03-25 | BKP / CPI | Pending | N | Lease acceleration risk; $2.2M annual value | Equipment lease across 12 locations.
V-015 | Vendor | Summit Fleet Management, Inc. | Consent | 2024-03-25 | BKP / CPI | Pending | N | Fleet lease disruption; $680K annual value | 22 vehicles under lease.
IT-001 | IT/Software | Meridian Cloud Hosting, LLC | Consent | 2024-03-18 | BKP / CPI | Pending | Y — Recommended | Hosts PeakConnect platform; service disruption risk to all 37 clinics | HIPAA BAA must also be assigned or reissued.
IT-002 | IT/Software | Atherton EHR Systems, Inc. | Consent | 2024-03-18 | BKP / CPI | Pending | Y — Recommended | Core EHR system; early termination fee ~$3.8M | Non-cancelable without penalty.
IT-004 | IT/Software | Lakeshore Analytics, LLC | Consent | 2024-03-25 | BKP / CPI | Pending | N | Analytics platform disruption; $520K annual value | Consent expected.
IT-007 | IT/Software | DocuVault Health Records Storage, Inc. | Consent | 2024-03-25 | BKP / CPI | Pending | N | Records archival disruption; $340K annual value | HIPAA BAA to be assigned.
IT-008 | IT/Software | Nexus HR & Payroll Systems, LLC | Consent | 2024-03-25 | BKP / CPI | Pending | N | Payroll system disruption for ~2,400 employees | Consent needed. May integrate post-closing.
E-001 | Employment | Dr. Randall J. Whitfield | Waiver of Change of Control Severance | 2024-02-28 | C&H / Ardent | Pending — being negotiated in connection with new employment agreement | Y | Enhanced severance exposure up to $5.0M | New employment and non-compete agreements under negotiation.
E-002 | Employment | Elaine Whitfield-Torres | Waiver of Change of Control Severance | 2024-02-28 | C&H / Ardent | Pending — being negotiated in connection with new employment agreement | Y | Enhanced severance exposure up to $2.15M | New employment and non-compete agreements under negotiation.
E-003 | Employment | Thomas Kell | Consent to Assignment & Amendment | 2024-03-15 | C&H / Ardent | Pending | N | Severance exposure of $540K; key finance executive | Assignment and assumption agreement being prepared.
E-006 | Employment | Jennifer Hartwell | Consent to Assignment & Amendment | 2024-03-15 | C&H / Ardent | Pending | N | Severance exposure of $480K; key operational executive | Assignment and assumption agreement being prepared.
E-007 | Employment | David Chen, Esq. | Consent to Assignment & Amendment | 2024-03-15 | C&H / Ardent | Pending | N | Severance exposure of $420K; compliance continuity risk | Assignment and assumption agreement being prepared.
SUMMARY STATISTICS
Total Consent/Notice Items | 34
Consents Obtained | 0
Consents Pending | 28
Notices Pending | 4
Regulatory Filings In Progress / Partially Filed | 2
Items Designated as Closing Conditions | 10
Estimated Revenue at Risk (High-Priority Pending Consents) | ~67% of net revenue (~$276M)