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June 14, 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
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted June 3, 2024
CIK No. 0001756655
Dear Martin J. Bonick:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our
May 22, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1
Consolidated operating statistics, page vi
1.We note that you have revised your disclosure to include metrics for "Adjusted
admissions excluding COVID-19 patients" and "Net patient service revenue per adjusted
admission excluding COVID-19 patients." Please revise to briefly describe here and
throughout your filing how management considers these metrics in evaluating the
company's business and financial objectives.

 FirstName LastNameMartin J. Bonick
 Comapany NameArdent Health Partners, LLC
 June 14, 2024 Page 2
 FirstName LastName
Martin J. Bonick
Ardent Health Partners, LLC
June 14, 2024
Page 2
Prospectus Summary
Overview, page 1
2.We note your revised disclosure in response to comment 5, including that "a significant
portion of our revenue and net income is attributable to JVs." Please revise your
disclosure here to quantify the "significant portion" of revenue and net income attributable
to your LLCs and VIEs. In addition, please briefly describe the risks related to you
owning less than 100% of these operating entities and include a cross reference to the
relevant risk factor included elsewhere in your filing. In your risk factor disclosure, please
revise to describe the VIEs interests that may differ from the interests of the Company as a
whole, which could limit your ability to effectively operate the VIE and maximize the
economic benefits from it. Finally, please revise your organizational chart to disclose, in
the chart or in narrative disclosure, the percentage interest owned by your wholly owned
subsidiaries in your VIEs.
Our platform, page 5
3.The summary chart on page 5 notes you have 18 JV-operated hospitals. On page 2 and
elsewhere in the prospectus you state that nine of your hospitals are owned and operated
through LLCs that qualify as VIEs; that through your wholly-owned subsidiaries, you own
majority interests in each LLC that owns and operates your hospitals; and consequently, a
significant portion of your revenue and net income is attributable to JVs. Please confirm
that the number of JV-operated hospitals is larger than the number of hospitals owned by
LLCs that qualify as VIEs and, if so, please explain the difference between the two
categories. Make conforming changes throughout your filing, including to your prospectus
summary.
Corporate Conversion, page 14
4.We note your revised disclosure in response to prior comment 7, including that you
"selected the Corporate Conversion as a transaction structure for administrative
efficiency," and to support your "strategic vision to grow." Please further revise your
disclosure to clarify the significance of your investors owning common stock rather than
interests in a limited liability company, and clarify whether there are any additional
incentives, such as tax incentives, to existing investors, principal equity holders, or other
related parties related to the Corporate Conversion. Please also clarify whether there are
any other material ways in which the structure of the Corporate Conversion benefits you,
existing investors, principal equity holders, or other related parties that may not equally
benefit public investors. In addition, please clarify the reasons underlying why you expect
the intended benefits discussed in your revised disclosure. If the final structure and details
of the Corporate Conversion are still being determined, please note this fact in your
response letter and consider the need for any additional disclosure once final details
are available. In this regard, we note your statement on page 190 that the treatment of your
Class C units in connection with the offering will be disclosed in a future filing.

 FirstName LastNameMartin J. Bonick
 Comapany NameArdent Health Partners, LLC
 June 14, 2024 Page 3
 FirstName LastName
Martin J. Bonick
Ardent Health Partners, LLC
June 14, 2024
Page 3
Summary historical financial and operating data, page 20
5.We note most of the bullets presented to address the limitations of Adjusted EBTIDA as
an operating performance measure refer to cash requirements, the statements of cash
flows, and other liquidity measures. We further note similar references in the subsequent
paragraph, such as "discretionary cash available" and "cash flow from operations and
other cash flow data." Please either remove all cash related references or provide the
disclosures required by Item 10(e)(1)(i) of Regulation S-K for the presentation of
Adjusted EBITDA as a liquidity measure in addition to it being a performance
measure. Note that to the extent that you are presenting Adjusted EBITDA as a liquidity
measure, it is required to comply with the requirements in Item 10(e)(1)(ii)(A) of
Regulation S-K.
Non-GAAP Valuation Measure, page 26
6.We note your discussion of the limitations of Adjusted EBITDAR appears to be focused
on its use as a liquidity measure. Please revise your disclosure to solely focus on its
limitations as a valuation measure rather than as a liquidity measure or an operating
performance measure.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview
Outsourcing of revenue cycle management functions to Ensemble, page 85
7.We note your statement that the monthly consideration payable to Ensemble is "based on
an agreed-upon percentage of the total net cash received by our entities using Ensemble’s
services from providing patient services less any refunds of previously collected revenues
issued by those entities in such month." Please clarify what percentage of your total
revenue is collected via the master service agreement with Ensemble. Additionally, please
revise to provide the specific percentage or percentage range of total net cash received that
is payable to Ensemble or explain to us why this figure is not material.
Supplemental non-GAAP performance measure, page 99
8.We note your response to comment 13 along with the expanded disclosures you have
provided. Given that the change in composition of noncontrolling interest earnings will
occur in connection with the IPO, any adjustment for noncontrolling interest earnings
related to JV partners for Adjusted EBITDA and Adjusted EBITDAR should be for the
entire amount recognized for the corresponding period presented. In this regard, you may
consider presenting pro forma measures that reflect the impact of the change in the
composition of non controlling interests for the latest year and interim period. Such
information should be presented in accordance with Article 11 of Regulation S-X.

 FirstName LastNameMartin J. Bonick
 Comapany NameArdent Health Partners, LLC
 June 14, 2024 Page 4
 FirstName LastName
Martin J. Bonick
Ardent Health Partners, LLC
June 14, 2024
Page 4
Our Joint Venture Model, page 125
9.We note your revised disclosure describing the general terms of your joint ventures on
page 125, including that "[t]he JV’s profits, losses and cash distributions are shared
between us and our partners based upon the respective ownership interest in the
JV." Please provide additional detail describing how profits, losses, and cash distributions
are shared between you and your partners, including the terms of any agreements related
to their allocation.
2. Summary of significant accounting policies
Segment Reporting, page F-27
10.We note your response to comment 23. Please provide us with the following additional
information:

•You state that the President of Hospital Operations (President) approves all regional
and facility budgets and forecasts and ensures they are aligned with the overall
consolidated budget and forecast. Please tell us whether the regional and facility
budgets comprise the entire consolidated budget. If there are business units,
departments or other parts of the consolidated budget the President does not review
and approve, describe them and tell us who is responsible for approving them.

•Please explain in further detail how regional and facility budgets and forecasts are
aligned with the consolidated budget. In this regard, please tell us whether, after
preparing the regional and facility budgets, changes are proposed to the consolidated
budget that is then provided to the CEO for review. As part of your response, please
describe the President’s involvement in preparing, reviewing, or approving the
consolidated budget.

•You state that the President is responsible for the operations of the Company’s
regions, as well as driving both organic and inorganic growth across the regions. The
President provides direct supervision over each of the Company’s operating regions,
the regional budgeting, forecasting and related monitoring processes, and the day-to-
day operations of the regions, and is responsible for the continued growth and success
of the regions across the Company. As such, please provide us with your analysis of
whether the President is part of your CODM function. Refer to ASC 280-10-50-5 for
guidance.

 FirstName LastNameMartin J. Bonick
 Comapany NameArdent Health Partners, LLC
 June 14, 2024 Page 5
 FirstName LastName
Martin J. Bonick
Ardent Health Partners, LLC
June 14, 2024
Page 5
            Please contact Tracey Houser at 202-551-3736 or Li Xiao at 202-551-4391 if you have
questions regarding comments on the financial statements and related matters. Please contact
Conlon Danberg at 202-551-4466 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Samir A. Gandhi, Esq.