Correspondence 0001193125-24-176390 from Ardent Health, Inc. (ARDT)
Ardent Health, Inc.
Date: July 8, 2024 · CIK: 0001756655 · Accession: 0001193125-24-176390
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-280425
Referenced dates: June 28, 2024
Letter
SIDLEY AUSTIN LLP
787 SEVENTH AVENUE
NEW YORK, NY 10019
+1 212 839 5300
+1 212 839 5599 FAX
AMERICA • ASIA PACIFIC • EUROPE
July 8, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Industrial Applications and Services
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Katherine Bagley
Jeanne Baker
Conlon Danberg
Tracey Houser
Re: ARDENT HEALTH PARTNERS, LLC
Registration Statement on Form S-1
Filed June 21, 2024
File No. 333-280425
Ladies and Gentlemen:
On behalf of our client, Ardent Health Partners, LLC (the “Company”), we hereby submit this letter in response to the comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated June 28, 2024 (the “Comment Letter”), relating to the above referenced Registration Statement on Form S-1 (the “Registration Statement”) submitted to the Commission. We are concurrently filing via EDGAR this letter and Amendment No. 1 to the Registration Statement on Form S-1 (“Amendment No. 1”).
In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response in ordinary type. Except for the page references contained in the comments of the Staff, or as otherwise specifically indicated, page references herein correspond to Amendment No. 1.
ARDENT HEALTH PARTNERS, LLC SEC COMMENT RESPONSE LETTER | SIDLEY AUSTIN LLP
July 8, 2024
Page
Risk Factors
Risks related to our business and industry
We are subject to a variety of operational, legal and financial risks associated with outsourcing functions to third parties., page 42
1. Please expand on the disclosure in this risk factor to note that, during the year ended December 31, 2023 and the three months ended March 31, 2024, approximately 90.6% and 90.9% of your total revenue, respectively, was collected via the master service agreement with Ensemble. To the extent material, please also address any risks resulting from the initial seven-year term of the Ensemble master service agreement, note whether Ensemble is required to achieve any minimum performance requirements, and disclose whether you have any applicable termination rights under the terms of the master service agreement.
The Company has revised its disclosures on pages 45 and 46 of Amendment No. 1 to address the Staff’s comment.
Notes to consolidated financial statements, page F-13
2. Please provide the disclosures required by ASC 855-10-50-1, including the specific date through which subsequent events have been evaluated. Address this disclosure requirement in your interim financial statements as well.
The Company has revised its disclosures on pages F-4, F-44 and F-65 of Amendment No. 1 to address the Staff’s comment.
ARDENT HEALTH PARTNERS, LLC SEC COMMENT RESPONSE LETTER | SIDLEY AUSTIN LLP
July 8, 2024
Page
If you have questions with respect to Amendment No. 1 or the responses set forth above, please direct the questions to me at (212) 839-5684 or sgandhi@sidley.com.
Sincerely,
/s/ Samir A. Gandhi
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CORRESP 1 filename1.htm CORRESP SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX AMERICA • ASIA PACIFIC • EUROPE July 8, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Katherine Bagley Jeanne Baker Conlon Danberg Tracey Houser Re: ARDENT HEALTH PARTNERS, LLC Registration Statement on Form S-1 Filed June 21, 2024 File No. 333-280425 Ladies and Gentlemen: On behalf of our client, Ardent Health Partners, LLC (the “Company”), we hereby submit this letter in response to the comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated June 28, 2024 (the “Comment Letter”), relating to the above referenced Registration Statement on Form S-1 (the “Registration Statement”) submitted to the Commission. We are concurrently filing via EDGAR this letter and Amendment No. 1 to the Registration Statement on Form S-1 (“Amendment No. 1”). In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response in ordinary type. Except for the page references contained in the comments of the Staff, or as otherwise specifically indicated, page references herein correspond to Amendment No. 1. ARDENT HEALTH PARTNERS, LLC SEC COMMENT RESPONSE LETTER | SIDLEY AUSTIN LLP July 8, 2024 Page 2 Risk Factors Risks related to our business and industry We are subject to a variety of operational, legal and financial risks associated with outsourcing functions to third parties., page 42 1. Please expand on the disclosure in this risk factor to note that, during the year ended December 31, 2023 and the three months ended March 31, 2024, approximately 90.6% and 90.9% of your total revenue, respectively, was collected via the master service agreement with Ensemble. To the extent material, please also address any risks resulting from the initial seven-year term of the Ensemble master service agreement, note whether Ensemble is required to achieve any minimum performance requirements, and disclose whether you have any applicable termination rights under the terms of the master service agreement. The Company has revised its disclosures on pages 45 and 46 of Amendment No. 1 to address the Staff’s comment. Notes to consolidated financial statements, page F-13 2. Please provide the disclosures required by ASC 855-10-50-1, including the specific date through which subsequent events have been evaluated. Address this disclosure requirement in your interim financial statements as well. The Company has revised its disclosures on pages F-4, F-44 and F-65 of Amendment No. 1 to address the Staff’s comment. ARDENT HEALTH PARTNERS, LLC SEC COMMENT RESPONSE LETTER | SIDLEY AUSTIN LLP July 8, 2024 Page 3 If you have questions with respect to Amendment No. 1 or the responses set forth above, please direct the questions to me at (212) 839-5684 or sgandhi@sidley.com. Sincerely, /s/ Samir A. Gandhi Samir A. Gandhi cc: Stephen C. Petrovich, Esq. Ardent Health Partners, LLC Michael P. Heinz, Sidley Austin LLP Helen Theung, Sidley Austin LLP Nathan Ajiashvili, Latham & Watkins LLP Erika L. Weinberg, Latham & Watkins LLP ARDENT HEALTH PARTNERS, LLC SEC COMMENT RESPONSE LETTER | SIDLEY AUSTIN LLP