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United States securities and exchange commission logo
April 12, 2024
Martin J. Bonick
Chief Executive Officer
Ardent Health Partners, LLC
340 Seven Springs Way, Suite 100
Brentwood, Tennessee 37027
Re:Ardent Health Partners, LLC
Draft Registration Statement on Form S-1
Submitted March 15, 2024
CIK No. 0001756655
Dear Martin J. Bonick:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1
Cover Page
1.We note your disclosure on page 11 that EGI-AM Investments, L.L.C. is an affiliated
entity of Equity Group Investments, and that EGI-AM is your controlling stockholder.
Please revise your cover page to identify EGI-AM as your controlling stockholder. In
addition, discuss EGI-AM's and Ventas' rights under the Nomination Agreement and
the potential influence of PureHealth on your business, as described on pages 41 and 42.
Non-GAAP financial measures, page iii
2.We note your disclosure here and throughout your filing that you operate 30 acute care
hospitals, 11 of which you lease back from two REITs, Ventas and MPT, pursuant to
long-term lease agreements. In an appropriate place in your filing, please describe the
material terms of your lease agreement with MPT, and file this agreement as an exhibit to
your registration statement. Alternatively, please tell us why you believe you are not

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required to do so.
Consolidated Operating Statistics, page v
3.With respect to the operating statistics disclosed in this section, please briefly describe
how management uses each statistic, respectively, to measure performance or operating
results. In addition, please address the following comments:

•We note your disclosure that licensed beds "represents the total number of beds for
which the appropriate state agency licenses a facility, regardless of whether the beds
are actually available for patient use." Please explain why management uses the
licensed beds performance metric when assessing the company's results of operations
and performance given that the measure does not take into account whether the beds
are available for patient use. To the extent material, revise your discussion of the
metric in the prospectus to address any disparity between the number of licensed beds
and the number of beds available in your facilities.
•Where you define "adjusted admissions," please define "gross patient service
revenue" and "gross inpatient revenue," including whether gross patient service
revenue includes both inpatient and outpatient revenue. In addition, please clarify
what you mean by a "general measure of combined inpatient and outpatient volume,"
given that you appear to measuring this statistic by revenue rather than volume of
admissions.

•Where you define "Net patient service revenue per adjusted admission" please
provide a definition of "net patient service revenue."

Industry and market data, page vii
4.We note your disclosure that estimates of your "serviceable addressable market" and
"current addressable market" were derived from the most recently available data
you collected from the U.S. Census Bureau and the Center for Medicare & Medicaid
Services ("CMS"), Office of the Actuary, National Health Statistics Group. Please revise
your disclosure here to briefly describe the difference between "serviceable" and "current"
addressable market, including the difference, if any, between your "current markets" and
"current addressable market." Please provide the data and methodology underlying your
calculations, including your criteria for markets representing "potential growth
opportunities" and why you excluded MSAs with a population equal to or greater than 2.0
million. Also, please clarify how you arrived at your current addressable market,
including the data underlying your comparison of your market-specific strategic reports to
national health expenditures spending data and how you used this comparison to arrive at
your current addressable market. In addition, given that these statistics were as of 2020,
clarify how you determined that these estimates are accurate as of the date of this
prospectus.

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Prospectus summary
Overview, page 1
5.We note your statement that you "hold a leading position in a majority of our markets"
and your footnote that "Leading positions defined as first or second based on inpatient
market share." Please expand on this statement to quantify your market share, including
disclosing the markets in which you hold a "leading" position, whether that position is
"first or second," and quantifying your individual market shares, or by providing average
market share across your markets or other similar measures. As a related matter, please
revise your disclosure to describe what is meant by "leading healthcare systems of scale,"
and disclose how you measure "meaningful" scale.
6.We note your statement that expenditures for hospital services and physician and clinical
services "are projected to grow at an average rate of 5.6% annually through 2031."
Likewise, we note your statements on page 5 that U.S. healthcare spending is "projected
to grow by an average of 5.4% through 2031, surpassing $7.1 trillion and representing
nearly 20% of GDP" and that "Healthcare spending is generally expected to grow more
rapidly, on average, than the overall economy." Please revise your disclosure to cite the
source of these projections or if they are the belief or estimates of management.
Additionally, please discuss any material assumptions underlying these projections.
Finally, please clarify, if known, whether the relevant projected annual growth rate has
been achieved for the historical periods of 2021, 2022, and 2023.
7.We note your statement that "[s]ince January 1, 2017, we have more than doubled the
number of markets we serve and the number of hospitals we operate." If true, please
balance this statement to note that you have not increased the number of hospitals you
operate since at least 2021.
8.We note your disclosure throughout the filing that a key competitive strength and
significant component of your growth strategy has been your JV model. To provide
context for these statements, please clarify the portion of your revenue attributable to your
joint ventures for the periods presented in the filing.
9.We note your disclosure that you "believe [your] growth will accelerate." Revise your
disclosure to clarify the type of growth to which you refer and the time period for which
you expect this growth. For example, discuss whether you expect this growth to relate to
your revenue, market share, number of hospitals, or another metric. Please also clarify
how you expect the bulleted list on page 8 to "accelerate" your growth, and expand upon
what you mean by "accelerate."
10.We note your disclosure on page F-17 that "the Company, through its wholly owned
subsidiaries, owns majority interests in limited liability companies (“LLCs”), with each
LLC owning and operating one or more hospitals," "[t]he noncontrolling interest is
typically owned by a not-for-profit medical system, university, academic medical center
or foundation or combination thereof," "the employees that work for the LLC and the

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related hospital(s) are employees of the Company," and "the Company manages the day-
to-day operations of the LLC and the hospital(s) pursuant to a management services
agreement (“MSA”)."  Finally, we note your disclosure that "the LLCs are VIEs due to
their structure as LLCs and the control that resides with the Company through the MSA."
Please revise your cover page to discuss, as you do on page F-17, your variable interest
entities, and revise your risk factor disclosure to discuss the risks related to this operating
structure. Make conforming changes throughout your filing, including to your
organizational chart.
Our platform, page 3
11.We note your statement that "on average since 2021, 70% of Ardent’s eligible hospitals
have earned 3-stars or higher from CMS, indicating lower mortality, enhanced safety of
care, lower readmissions, and better patient experience." Please briefly explain the star
rating system from CMS and how a rating of 3-stars or higher indicates lower mortality,
enhanced safety of care, lower readmissions, and better patient experience. As a related
matter, we note your statement that "Ardent has earned a “Gold Stars 9” level designation
from Epic." Please briefly explain this rating system or level of designation.
Summary Historical Financial and Operating Data, page 17
12.We note from your disclosures on page 12 that ALH Holdings, LLC (a subsidiary of
Ventas, Inc.) will contribute all of its outstanding common stock in AHP Health Partners,
Inc. to Ardent Health Partners, Inc. in exchange for shares of common stock of Ardent
Health Partners, Inc. immediately following the Corporate Conversion. Please include this
transaction in your pro forma presentations of basic and diluted earnings per share on a
pro forma basis. Also address this comment for your capitalization and dilution
presentations.
Risk factors
Risks related to our business and industry, page 23
13.We note certain statements in this section relating to programs or policies enacted or
under consideration in certain states. For example, your statements:

•on page 24 that "some states have adopted or may consider enacting legislation
designed to reduce or control their Medicaid expenditures;"

•on page 24 that "many states have adopted or are considering legislation intended to
change patient eligibility requirements, reduce coverage, enroll Medicaid recipients
in managed care programs, and impose provider taxes on hospitals to help finance or
expand the states’ Medicaid systems;"

•on page 24 that "[s]ome states use, or have applied to use, waivers granted by CMS to
implement Medicaid expansion, impose different eligibility or enrollment

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restrictions, or otherwise implement programs that vary from federal standards;"

•on page 24 that "[s]ome states that provide Medicaid supplemental payments are
reviewing these programs or have filed requests with CMS to replace these programs,
and CMS has performed and continues to perform compliance reviews of some
states’ programs and is considering changes to the requirements for such programs,
which could result in Medicaid supplemental payments being reduced or eliminated;"

•on page 24 that "[c]ertain states in which we operate impose assessments on hospitals
and certain other healthcare providers as a funding source for state Medicaid
programs;"

•on page 34 that "some states have aligned quality metrics across payors through
legislation or regulation, and CMS offers support to Medicaid agencies seeking to
increase their value-based purchasing capacity through Medicaid delivery system
reforms;" and
•on page 54 that "some states have become increasingly focused on the review of
healthcare transactions for impacts on costs, access to care and quality and have
passed legislation requiring for-profit healthcare entities, including hospitals, to
notify state attorneys general or other designated entities in advance of sales or other
transactions."

Given your disclosure that you currently operate in eight states, please revise to identify
the "certain" or "some" states to which you refer. In addition, given your disclosure that
your facilities are heavily concentrated in Texas and Oklahoma, clarify how these
statements relate to your operations in Texas and Oklahoma.
Risks related to technology
Healthcare technology initiatives . . ., page 58
14.We note your reference here and throughout your filing that you use artificial intelligence,
among other things, to supplement the delivery of care at a patient's bedside. In an
appropriate place in your filing, please expand your disclosure to describe the artificial
intelligence you currently use and how you use this technology to supplement delivery of
care. Please also revise your disclosure to discuss any risks specific to your use of
artificial intelligence, if material.
Use of Proceeds, page 69
15.We note your disclosure throughout the filing that you plan to pursue strategic growth
opportunities, have identified a robust pipeline of ambulatory opportunities, have
significant indebtedness, and may redeem on one or more occasions up to 40% of the
original aggregate principal amount of the 5.75% Senior Notes with the net proceeds of
one or more equity offerings, including this offering. When you identify your use of

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proceeds, please ensure that any amounts intended to be used for strategic opportunities or
to pay certain of your indebtedness are disclosed.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Operating Results Summary, page 83
16.Please disclose the amount of revenue recognized related to the Texas Waiver Program for
fiscal year 2023.
17.Please provide an analysis of the material factors impacting income tax expense. Refer to
Item 303(b)(2) of Regulation S-K and Section 501.12.b. of the Financial Reporting
Codification for guidance.
18.Please address the changes in the portion of your total net income attributable to your non-
controlling interests as this appears to have materially affected the portion of your total net
income attributable to your investors.
Supplemental Non-GAAP Information, page 87
19.We note that you are presenting Adjusted EBITDA to evaluate your financial
performance, allocate resources and measure leverage capacity, which appears to indicate
that you are presenting this measure as a performance measure and also a liquidity
measure. To the extent that you are presenting Adjusted EBITDA as a liquidity measure,
please present the most comparable US GAAP liquidity measure with equal or greater
prominence and also provide a reconciliation from this measure in accordance with Item
10(e)(1)(i)(A) and (B) of Regulation S-K. If you do not present this measure as a liquidity
measure, please remove reference to this measure as being useful for measuring leverage
capacity.
20.Please expand your footnote disclosures for the adjustments to Adjusted EBITDA to
quantify each component of the adjustment when there are multiple components.
21.Please expand your disclosures to explain the difference between your adjustments for
noncontrolling interest earnings related to JV partners within your reconciliation to
Adjusted EBITDA and your net income attributable to noncontrolling interests as
reflected in your consolidated income statements.
22.We note your