SecProbe.io

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 1
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 August 21, 2025
 Via EDGAR U.S. Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549-3720

 Attention:

 Jane Park

 Re:

 Ardent Health, Inc. Registration
Statement on Form S-3 File No. 333-289763

 Acceleration Request

 Requested Date: August 25, 2025

 Requested Time: 4:00 p.m., Eastern Time
 Ladies and Gentlemen:
 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Ardent Health, Inc. (the “ Company ”) hereby
requests that the effective date of the above-referenced Registration Statement on Form S-3 (the “ Registration Statement ”) be accelerated so that the Registration Statement
will become effective at 4:00 p.m., Eastern Time, on August 25, 2025, or as soon thereafter as practicable or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of
Corporation Finance of the U.S. Securities and Exchange Commission. Please contact Michael P. Heinz of Sidley Austin LLP at (212) 839-5444 with any questions regarding the foregoing and to confirm the effectiveness of the Registration Statement.

 Very truly yours,

 /s/ Stephen C. Petrovich

 Stephen C. Petrovich

 Executive Vice President and General Counsel

 Ardent Health, Inc.

 cc:

 Martin J. Bonick, President and Chief Executive Officer, Ardent Health, Inc.
 Michael P. Heinz, Sidley Austin LLP Samir A. Gandhi, Sidley
Austin LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 18, 2025

Martin Bonick
Chief Executive Officer
Ardent Health, Inc.
340 Seven Springs Way, Suite 100
Brentwood, Tennessee 37027

 Re: Ardent Health, Inc.
 Draft Registration Statement on Form S-3
 Submitted August 13, 2025
 CIK No. 0001756655
Dear Martin Bonick:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and
time. Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jane Park at 202-551-7439 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
cc: Michael Heinz, Esq.
</TEXT>
</DOCUMENT>

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 J.P. Morgan Securities LLC

383 Madison Avenue

 New York, New York 10179

BofA Securities, Inc.

 One Bryant Park

New York, New York 10036

 Morgan Stanley & Co. LLC

1585 Broadway

 New York, New York 10036

July 15, 2024

 VIA EDGAR

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, as amended

 File No. 333-280425

 Acceleration Request

Requested Date: July 17, 2024

 Requested Time:
4:00 P.M. Eastern Time

 Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as the representatives of the several underwriters (the “Representatives”), hereby join in the request of Ardent Health Partners, LLC, a
Delaware limited liability company (the “Company”), that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it will be declared effective at 4:00
p.m. Eastern Time, on July 17, 2024, or as soon thereafter as practicable, or at such other time thereafter as the Company or its outside counsel, Sidley Austin LLP, may request by telephone to the staff of the Securities and Exchange
Commission.

 Pursuant to Rule 460 under the Securities Act, we, as the Representatives, wish to advise you that we will take reasonable steps to secure
adequate distribution of the preliminary prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statement.

We, the undersigned Representatives, hereby represent that we are in compliance and will comply, and have been informed by the other participating
underwriters that they are in compliance and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the offering pursuant to the
above-referenced Registration Statement and Preliminary Prospectus.

 [Signature Page Follows]

Very truly yours,

J.P. Morgan Securities LLC

BofA Securities, Inc.

Morgan Stanley & Co. LLC,

As Representatives of the several Underwriters

J.P. MORGAN SECURITIES LLC

By:

 /s/ Ben Burdett

Name: Ben Burdett

Title: Managing Director

BOFA SECURITIES, INC.

By:

 /s/ Jessica Lee-Hansen

Name: Jessica Lee-Hansen

Title: Managing Director

MORGAN STANLEY & CO. LLC

By:

 /s/ Chris Rigoli

Name: Chris Rigoli

Title: Executive Director

 [Signature Page to Underwriters’ Acceleration Request Letter]

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 ARDENT HEALTH PARTNERS, LLC

340 Seven Springs Way, Suite 100

Brentwood, Tennessee 37027

July 15, 2024

 VIA EDGAR SUBMISSION

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-3720

Attention:

Katherine Bagley
Jeanne Baker
Conlon Danberg
Tracey Houser

Re:

Ardent Health Partners, LLC

Registration Statement on Form S-1

File No. 333-280425

Acceleration Request

 Requested Date: July 17, 2024

 Requested Time: 4:00 P.M., Eastern Time

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Ardent Health Partners, LLC (the “Company”), hereby
requests that the effective date of the Company’s Registration Statement on Form S-1, Registration Number 333-280425 (the “Registration
Statement”) be accelerated so that the Company’s Registration Statement will become effective at 4:00 P.M., Eastern Time, on July 17, 2024, or as soon thereafter as practicable or at such later time as the Company or its
counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission.

 We would appreciate it if, as soon as the Registration Statement is declared effective, you
would so inform Samir A. Gandhi of Sidley Austin LLP at (212) 839-5684.

Very truly yours,

 /s/ Stephen C. Petrovich

Stephen C. Petrovich

Executive Vice President, General Counsel and Secretary

cc:
 Martin J. Bonick, President and Chief Executive Officer, Ardent Health Partners, LLC

 
 Alfred Lumsdaine, Chief Financial Officer, Ardent Health Partners, LLC

Samir A. Gandhi, Sidley Austin LLP

Michael P. Heinz, Sidley Austin LLP

Helen Theung, Sidley Austin LLP

Nathan Ajiashvili, Latham & Watkins LLP

Erika L. Weinberg, Latham & Watkins LLP

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 15, 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

Amendment No. 1 to Registration Statement on Form S-1

Filed July 8, 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 July 11, 2024 (the “Comment Letter”), relating to the above referenced Amendment No. 1 to Registration Statement on Form S-1 (the “Registration
Statement”) submitted to the Commission. We are concurrently filing via EDGAR this letter and Amendment No. 3 to the Registration Statement on Form S-1 (“Amendment
No. 3”).

 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. 3.

 ARDENT HEALTH PARTNERS,
LLC SEC COMMENT RESPONSE LETTER | SIDLEY AUSTIN LLP

 July 15, 2024

  Page
 2

 Prospectus Summary

Our platform, page 3

1.
 We note your revised disclosure that “we have partnered with BioIntelliSense to use their
BioButton in our medical surgical units. The early results so far in our medical surgical units where we are using this device have shown an approximately 9-hour reduction in length of stay.” To provide
context for investors, please briefly describe the functionality of the “BioButton” and clarify the sample size of “medical surgical units where you are using this device.” In addition, please disclose how you determined that
there was a 9-hour reduction in length of stay, including whether the medical and surgical procedures for which you used the BioButton were comparable to services for which you did not.

 The Company has revised its disclosures on pages 7 and 131 of Amendment No. 3 to address the Staff’s
comment.

 Preliminary estimated unaudited financial and other data as of and for the three months ended June 30, 2024, page 11

2.
 We note your disclosure that your “final reported results may vary materially from the
preliminary estimates” provided in the prospectus. If you choose to disclose preliminary results, you should be able to assert that the actual results are not expected to vary “materially” from those reflected in the preliminary
results. Please remove this statement or revise accordingly.

 The Company has revised its disclosures on
page 12 of Amendment No. 3 to address the Staff’s comment.

 Summary historical financial and operating data, page 23

3.
 Please tell us your consideration of the guidance in Article
11-02 of Regulation S-X to provide full pro forma financial information. To the extent that you are able to demonstrate that your facts and circumstances meet the
circumstances for providing more of a narrative description of the pro forma effects of the transactions being reflected, expand your presentation to also include pro forma net income.

The Company has revised its disclosures beginning on page 83 of Amendment No. 3 to address the Staff’s comment. Specifically,
the Company has included an “Unaudited consolidated pro forma financial information” section within Amendment No. 3 in accordance with Article 11 of Regulation S-X.

 ARDENT HEALTH PARTNERS,
LLC SEC COMMENT RESPONSE LETTER | SIDLEY AUSTIN LLP

 July 15, 2024

  Page
 3

4.
 Please address the following for your pro forma presentation of the effects to the statements of
comprehensive income:

•

 Expand your disclosures in footnote (2)(a) to provide sufficient information to allow investors to
understand how the adjustment is calculated. For those adjustments that are nonrecurring, disclose as such in accordance with Article 11-02(a)(11)(i) of Regulation
S-X.

 The Company has revised its disclosures on pages 88, 89, 90 and 91
of Amendment No. 3 to address the Staff’s comment. Specifically, within the “Unaudited pro forma condensed consolidated financial information” section of Amendment No. 3, the Company has included unaudited pro forma
condensed consolidated income statements for the three months ended March 31, 2024 and the year ended December 31, 2023, which include a column for transaction-related adjustments and offering-related adjustments and related footnotes
describing how each adjustment is calculated. Further, the Company has clarified which adjustments are non-recurring, and the Company included a table in Note 3(d) to show the income tax effect of the
adjustments within the pro forma condensed consolidated income statements for the three months ended March 31, 2024 and the year ended December 31, 2023.

•

 Expand footnote (2)(a) to include an adjustment for the contribution by ALH Holdings, LLC 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. Otherwise, provide us with the calculation of pro forma net income attributable to common
stockholders.

 The Company has revised its disclosures on page 91 of Amendment No. 3 to address the
Staff’s comment. The Company respectfully refers the Staff to Note 3(d) within the “Unaudited pro forma condensed consolidated financial information” section of Amendment No. 3 for the adjustment to noncontrolling interest to
reflect the contribution by ALH Holdings, LLC 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.

•

 Expand footnote (2)(a)(iii) to disclose the gross amount of each component of the total adjustment.

 The Company has revised its disclosures on page 91 of Amendment No. 3 to address the Staff’s comment. The
Company respectfully refers the Staff to Note 3(e) within the “Unaudited pro forma condensed consolidated financial information” section of Amendment No. 3. The Company respectfully advises the Staff that it has removed the decrease
to interest expense for the reduction in deferred financing fee amortization during the period on the basis of materiality.

 ARDENT HEALTH PARTNERS,
LLC SEC COMMENT RESPONSE LETTER | SIDLEY AUSTIN LLP

 July 15, 2024

  Page
 4

•

 Separately disclose pro forma diluted earnings per share and include the 3,110,066 total shares of unvested
restricted stock under the 2024 Plan in your pro forma common stock outstanding – diluted.

 The Company has
revised its disclosures on pages 91 and 92 of Amendment No. 3 to address the Staff’s comment. The Company respectfully refers the Staff to Note 4 within the “Unaudited pro forma condensed consolidated financial information”
section of Amendment No. 3 where the Company describes its calculation of pro forma net income attributable to common stockholders, the Company’s consideration of potentially dilutive securities and application of the treasury stock method
in accordance with ASC 260-10-45.

•

 We note your disclosures on page 189 regarding your expectation to grant time-based and performance-based
restricted stock unit awards in July 2024. Tell us your consideration of including this transaction as an adjustment to your pro forma presentations.

The Company respectfully advises the Staff that the time-based and performance-based restricted stock unit (“RSU”) awards expected to
be granted in July 2024 are still preliminary and have not been finalized. None of these awards have been granted or approved by the Compensation Committee of the Company’s Board of Directors, and the numbers of time-based and performance-based
RSUs to be granted have not yet been determined.

 Use of Proceeds, page 75

5.
 We note your revised disclosure that “we currently intend to use the net proceeds of this
offering for working capital, to acquire complementary businesses, products, services or technologies and for general corporate purposes, which may include repayment of debt and capital expenditures.” Please clarify, if known, the approximate
amount of your proceeds intended to be used for working capital; acquiring complementary businesses, products, services or technologies; repayment of debt; and capital expenditures, respectively. In addition, given your disclosure that a portion of
the proceeds may be used for the repayment of debt, please set forth the interest rate and maturity of such indebtedness, if known at this time. See Item 504 of Regulation S-K.

 The Company has revised its disclosures on pages 20 and 75 of Amendment No. 3 to address the Staff’s
comment.

 ARDENT HEALTH PARTNERS,
LLC SEC COMMENT RESPONSE LETTER | SIDLEY AUSTIN LLP

 July 15, 2024

  Page
 5

 Other Relationships, page 236

6.
 We note your revised disclosure that “An affiliate of BofA Securities, Inc. acts as the
administrative agent and lender of each of our ABL Facilities and 2021 Term Loan B Facility. An affiliate of J.P. Morgan Securities LLC acts as a lender under each of our ABL Facilities and 2021 Term Loan B Facility. An affiliate of each of Morgan
Stanley & Co. LLC, Capital One Securities, Inc., RBC Capital Markets, LLC, Truist Securities, Inc. and Mizuho Securities USA LLC acts as a lender under our ABL Facilities.” Please tell us
whether you are required to have a qualified independent underwriter in accordance with FINRA Rule 5121, and revise your disclosure accordingly, if applicable. In this regard, we note your disclosure that proceeds from this offering may be used to
repay debt.

 The Company respectfully advises the Staff that, at this time, no underwriter is expected to
receive 5% or more of the offering proceeds. Therefore, there are no conflicts of interest in accordance with FINRA Rule 5121, and no qualified independent underwriter will be required in the offering.

Item 16. Financial statements and exhibits.

Exhibit Number 5.1, page II-4

7.
 We refer to counsel’s opinion that the Shares will be validly issued, fully paid and non-assessable when, among other things, “the Company’s board of directors or a duly authorized committee thereof shall have duly adopted final resolutions authorizing the issuance and sale of the Shares
as contemplated by the Registration Statement.” Once the Company’s board of directors has taken all corporate action necessary to authorize the issuance and sale of the Shares, please have counsel provide an updated opinion removing this
qualification. Please refer to Section II.B.3.a of Staff Legal Bulletin No. 19.

In response to the Staff’s comment, the Company has filed an updated opinion of counsel as Exhibit 5.1 to Amendment No. 3.

 ARDENT HEALTH PARTNERS,
LLC SEC COMMENT RESPONSE LETTER | SIDLEY AUSTIN LLP

 July 15, 2024

  Page
 6

 If you have questions with respect to Amendment No. 3 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

 Nathan Ajiashvili, Latham & Watkins LLP

Erika L. Weinberg, Latham & Watkins LLP

 ARDENT HEALTH PARTNERS,
LLC SEC COMMENT RESPONSE LETTER | SIDLEY AUSTIN LLP

July 11, 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. 1 to Registration Statement on Form S-1
Filed July 8, 2024
File No. 333-280425
Dear Martin J. Bonick:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our June 28, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed July 8, 2024
Prospectus Summary
Our platform, page 3
1.We note your revised disclosure that "we have partnered with BioIntelliSense to use their
BioButton in our medical surgical units. The early results so far in our medical surgical
units where we are using this device have shown an approximately 9-hour reduction in
length of stay." To provide context for investors, please briefly describe the functionality
of the "BioButton" and clarify the sample size of "medical surgical units where you are
using this device." In addition, please disclose how you determined that there was a 9-
hour reduction in length of stay, including whether the medical and surgical procedures
for which you used the BioButton were comparable to services for which you did not.

July 11, 2024
Page 2
Preliminary estimated unaudited financial and other data as of and for the three months ended
June 30, 2024, page 11
2.We note your disclosure that your "final reported results may vary materially from the
preliminary estimates" provided in the prospectus. If you choose to disclose preliminary
results, you should be able to assert that the actual results are not expected to vary
"materially" from those reflected in the preliminary results. Please remove this statement
or revise accordingly.
Summary historical financial and operating data, page 23
3.Please tell us your consideration of the guidance in Article 11-02 of Regulation S-X to
provide full pro forma financial information. To the extent that you are able to
demonstrate that your facts and circumstances meet the circumstances for providing more
of a narrative description of the pro forma effects of the transactions being reflected,
expand your presentation to also include pro forma net income.
4.Please address the following for your pro forma presentation of the effects to the
statements of comprehensive income:

•Expand your disclosures in footnote (2)(a) to provide sufficient information to allow
investors to understand how the adjustment is calculated. For those adjustments that
are nonrecurring, disclose as such in accordance with Article 11-02(a)(11)(i) of
Regulation S-X.

•Expand footnote (2)(a) to include an adjustment for the contribution by ALH
Holdings, LLC 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. Otherwise, provide us with the calculation of pro forma net
income attributable to common stockholders.

•Expand footnote (2)(a)(iii) to disclose the gross amount of each component of the
total adjustment.

•Separately disclose pro forma diluted earnings per share and include the 3,110,066
total shares of unvested restricted stock under the 2024 Plan in your pro forma
common stock outstanding - diluted.

•We note your disclosures on page 189 regarding your expectation to grant time-based
and performance-based restricted stock unit awards in July 2024. Tell us your
consideration of including this transaction as an adjustment to your pro forma
presentations.
Use of Proceeds, page 75
We note your revised disclosure that "we currently intend to use the net proceeds of this
offering for working capital, to acquire complementary businesses, products, services or
technologies and for general corporate purposes, which may include repayment of debt 5.

July 11, 2024
Page 3
and capital expenditures." Please clarify, if known, the approximate amount of your
proceeds intended to be used for working capital; acquiring complementary businesses,
products, services or technologies; repayment of debt; and capital expenditures,
respectively. In addition, given your disclosure that a portion of the proceeds may be used
for the repayment of debt, please set forth the interest rate and maturity of such
indebtedness, if known at this time. See Item 504 of Regulation S-K.
Other Relationships, page 236
6.We note your revised disclosure that "An affiliate of BofA Securities, Inc. acts as the
administrative agent and lender of each of our ABL Facilities and 2021 Term Loan B
Facility. An affiliate of J.P. Morgan Securities LLC acts as a lender under each of our
ABL Facilities and 2021 Term Loan B Facility. An affiliate of each of Morgan Stanley
& Co. LLC, Capital One Securities, Inc., RBC Capital Markets, LLC, Truist Securities,
Inc. and Mizuho Securities USA LLC acts as a lender under our ABL Facilities." Please
tell us whether you are required to have a qualified independent underwriter in accordance
with FINRA Rule 5121, and revise your disclosure accordingly, if applicable. In this
regard, we note your disclosure that proceeds from this offering may be used to repay
debt.
Item 16. Financial statements and exhibits.
Exhibit Number 5.1, page II-4
7.We refer to counsel's opinion that the Shares will be validly issued, fully paid and non-
assessable when, among other things, "the Company’s board of directors or a duly
authorized committee thereof shall have duly adopted final resolutions authorizing the
issuance and sale of the Shares as contemplated by the Registration Statement." Once the
Company's board of directors has taken all corporate action necessary to authorize the
issuance and sale of the Shares, please have counsel provide an updated opinion removing
this qualification. Please refer to Section II.B.3.a of Staff Legal Bulletin No. 19.
            Please contact Tracey Houser at 202-551-3736 or Jeanne Baker at 202-551-3691 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.

CORRESP
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filename1.htm

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 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

United States securities and exchange commission logo
June 28, 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
Registration Statement on Form S-1
Filed June 21, 2024
File No. 333-280425
Dear Martin J. Bonick:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed June 21, 2024
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.

 FirstName LastNameMartin J. Bonick
 Comapany NameArdent Health Partners, LLC
 June 28, 2024 Page 2
 FirstName LastName
Martin J. Bonick
Ardent Health Partners, LLC
June 28, 2024
Page 2
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.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Tracey Houser at 202-551-3736 or Jeanne Baker at 202-551-3691 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.

CORRESP
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filename1.htm

CORRESP

 SIDLEY AUSTIN LLP

 787 SEVENTH AVENUE

NEW YORK, NY 10019

 +1 212 839 5300

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June 21, 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: Jeanne Baker

 Conlon Danberg

 Tracey
Houser

 Li Xiao

Re: 
 ARDENT HEALTH PARTNERS, LLC

Amendment No. 2 to

Draft Registration Statement on Form S-1

Submitted June 3, 2024

CIK
No.
0001756655                                            

   

 Ladies and Gentlemen:

On behalf of Ardent Health Partners, LLC (the “Company”), we hereby submit this letter in response to the outstanding comments
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated June 14, 2024 (the “Comment Letter”), relating to the above referenced
Amendment No. 2 to the draft Registration Statement on Form S-1 confidentially submitted to the Commission (the “Registration Statement”). We are concurrently filing via EDGAR this letter
and the revised Registration Statement on Form S-1 (the “Form S-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 the Form S-1.

 ARDENT HEALTH PARTNERS,
LLC SEC COMMENT RESPONSE LETTER | SIDLEY AUSTIN LLP

 June 21, 2024

  Page
 2

 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.

The Company has revised the Form S-1 to remove the metrics for Adjusted admissions excluding COVID-19 patients and Net patient service revenue per adjusted admission excluding COVID-19 patients. The Company respectfully advises the Staff that it does not expect to use
these metrics to evaluate the Company’s business or financial objectives going forward.

 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.

 The
Company has revised its disclosures on pages 2, 3, 15, 41 and 113 of the Form S-1 to address the Staff’s comment.

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.

ARDENT HEALTH PARTNERS, LLC SEC COMMENT RESPONSE LETTER | SIDLEY AUSTIN LLP

 June 21, 2024

  Page
 3

 The Company has revised its disclosures on pages 2, 3, 5 and 113 of the Form S-1 to address the Staff’s comment. Additionally, the Company respectfully advises the Staff that of the 18 total JV-operated hospitals, 9 are owned and operated by LLCs
that qualify as VIEs, and the remaining 9 (all of which are included in the UT Health East Texas JV) are owned and operated by LLCs that do not qualify as VIEs. Unlike the Company’s other JVs, the LLCs that operate the 9 hospitals within the UT
Health East Texas JV are indirectly wholly owned by the Company or, in the case of the one managed hospital, the Company’s JV partner UTHSCT.

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.

 The Company has revised its disclosures on pages 14, 24, 78, 79,
179 and II-3 of the Form S-1 to address the Staff’s comment. The Company respectfully advises the Staff that it is not aware of any material tax or additional incentives to the Company, existing
investors, principal equity holders, or other related parties related to the Corporate Conversion, nor is the Company aware of any other material ways in which the structure of the Corporate Conversion benefits the Company, existing investors,
principal equity holders, or other related parties that may not equally benefit public investors. Further, the Company respectfully advises the Staff that no changes to the structure of the Corporate Conversion are expected prior to the offering.

ARDENT HEALTH PARTNERS, LLC SEC COMMENT RESPONSE LETTER | SIDLEY AUSTIN LLP

 June 21, 2024

  Page
 4

 Summary historical financial and operating data, page 20

5.
 We note most of the bullets presented to address the limitations of Adjusted EBITDA 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.

 The Company has revised its disclosures on pages iv, 22, 25 and 100
of the Form S-1 to address the Staff’s comment. The Company has revised its disclosures to remove cash related references that suggest Adjusted EBITDA is a liquidity measure, clarifying that it is solely
a performance measure.

 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.

The Company has revised its disclosures on pages iv, 25, 106 and 107 of the Form S-1 to address
the Staff’s comment.

 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.

 The Company has revised its disclosures on page 82 of the Form S-1 to address the Staff’s comment. The Company respectfully advises the Staff that the fees paid to Ensemble are not material to the Company, as the amount of the fees paid to Ensemble comprised less than 5%
of its total revenue and total operating expenses for each of the year ended December 31, 2023 and the three months ended March 31, 2024, respectively.

ARDENT HEALTH PARTNERS, LLC SEC COMMENT RESPONSE LETTER | SIDLEY AUSTIN LLP

 June 21, 2024

  Page
 5

 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.

The Company has revised its disclosures on pages iii, 21, 22, 23, 26, 95, 96, 97, 98, 99, 107, 114 and 177 of the Form S-1 to address the Staff’s comment. The Company has revised its calculation of Adjusted EBITDA and Adjusted EBITDAR to include the entire amount of non-controlling interest earnings related to its JV partners.

 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.

The Company has updated its disclosures on pages 2, 113 and 118 to address the Staff’s comment. The Company respectfully advises the Staff
that the JV’s profits, losses and cash distributions are distributed between the Company and its JV partners on a pro rata basis based on their respective equity ownership in the JV.

ARDENT HEALTH PARTNERS, LLC SEC COMMENT RESPONSE LETTER | SIDLEY AUSTIN LLP

 June 21, 2024

  Page
 6

 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.

The Company has responded to the Staff’s Comment 10 in a separate response letter to the Staff dated June 18, 2024.

ARDENT HEALTH PARTNERS, LLC SEC COMMENT RESPONSE LETTER | SIDLEY AUSTIN LLP

 June 21, 2024

  Page
 7

 If you have questions with respect to the Form S-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

United States securities and exchange commission logo
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.

United States securities and exchange commission logo
May 22, 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. 1 to
Draft Registration Statement on Form S-1
Submitted April 26, 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
April 12, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Consolidated Operating Statistics, page v
1.We note your revised disclosure in response to comment 3, including your disclosure that
"[t]he adjusted admissions calculation 'equates' gross outpatient revenue to the inpatient
volume measure of admissions, thereby resulting in a general measure of combined
inpatient and outpatient volume." Please revise your disclosure to further explain what
you mean by "equates," given that this term is in quotations. Consider providing a clearer
presentation of the metrics that are in the numerator and denominator of your adjusted
admissions ratio, including any helpful graphics.

 FirstName LastNameMartin J. Bonick
 Comapany NameArdent Health Partners, LLC
 May 22, 2024 Page 2
 FirstName LastNameMartin J. Bonick
Ardent Health Partners, LLC
May 22, 2024
Page 2
Industry and Market Data, page vi
2.We note your revised disclosure in response to comment 4. Please further revise your
disclosure to provide the data and calculations underlying your serviceable addressable
market. In this regard, we note your disclosure that "[w]e estimate that our serviceable
addressable market, which reflects the total hospital, physician and clinical services
expenditures in markets that fit our strategic focus on mid-sized urban communities,
approaches $800 billion."
Prospectus Summary
Overview, page 1
3.We note your revised disclosure in response to prior comment 5 and re-issue the comment
in part. Please explain what it means to be one of the leading healthcare systems "of scale"
based on market share.
4.We note that your response to prior comment 6 includes a discussion of the assumptions
underlying the growth rates included in the prospectus and whether the relevant projected
annual growth rate has been achieved for the historical periods of 2021, 2022, and 2023.
Please include this discussion as disclosure in your prospectus.
5.We note your response to comment 10, but we are not persuaded by your response. Please
revise your prospectus summary to more clearly explain the ownership structure of the 30
hospitals you operate and to discuss the potential challenges or risks related to your
ownership structure, including related to your joint ventures and VIEs. Your disclosure
should make it clear that you have significant minority interests in many of the hospitals
you own and that, as a result, a significant portion of your revenue and net income is
attributable to your joint ventures and noncontrolling interests. For example, while you
reported net income of approximately $129 million for 2023, approximately $75 million
of that total was attributable to noncontrolling interests of which $72.7 million
was attributable to minority partners’ interests in hospitals and ambulatory services that
are owned and operated though limited liability companies. In addition, you disclose on
page 85 that during the years ended December 31, 2023, 2022, and 2021, total revenue
related to your JV entities was $1.6 billion, $1.5 billion and $1.4 billion, respectively,
which represented 29.8%, 28.9% and 28.9%, respectively, of your total revenue. Finally,
please revise your organizational chart to note where you hold less than a 100% interest in
your Joint Ventures and relevant operating subsidiaries, and revise to note the health
systems included under your Joint Ventures.
6.Here or elsewhere in your prospectus, please provide a more detailed description of the
structure and operations of the LLCs that own certain of your hospitals. Please explain if
the voting and economic rights of the LLC members are proportional to their ownership
interests in the LLC or otherwise discuss how the LLCs are structured. In this regard, we
note there is a column in the table on page 111 that shows Ardent's JV ownership
percentage in each Health System. However, it is not clear if this represents an equal

 FirstName LastNameMartin J. Bonick
 Comapany NameArdent Health Partners, LLC
 May 22, 2024 Page 3
 FirstName LastNameMartin J. Bonick
Ardent Health Partners, LLC
May 22, 2024
Page 3
percentage of the economic and voting rights of the underlying joint venture or LLC.
Please provide a general description of the management services agreements pursuant to
which the day-to-day operations of the LLC and hospitals are managed, and describe any
revenue sharing agreements or arrangements.
Corporate Conversion, page 12
7.We note your disclosure that the purpose of the corporate conversion is so that the top-tier
entity in your corporate structure is a corporation rather than a limited liability company
and so that your existing investors will own your common stock rather than equity
interests in a limited liability company. Please revise your prospectus summary to explain
the rationale for why you selected this transaction structure, including any material ways
in which the structure benefits you, existing investors, principal equity holders, or other
related parties.
Summary historical financial and operating data, page 17
8.With reference to the REIT Savings Letter Agreement on page 195 and the authoritative
literature you will rely on, please clarify how you will account for Ventas' rights
under this agreement.  To the extent material, address the need to present the pro forma
impact.
Risk Factors, page 24
9.Please revise your risk factor disclosure to discuss the risks related to your historical and
continued use of contract labor, and to provide more detailed disclosure describing the
industry-wide staffing shortages in 2022 and 2023. Please also clarify the extent to which
you historically and currently rely on contract labor. In this regard, we note your revised
disclosure on page 88 that your decrease in contract labor expense was a result of market
wage adjustments and increased employee utilization to provide care for higher volumes
of patients, and your disclosure on page 116 referencing the relevant staffing shortages.
We conduct a significant portion of our operations through JVs..., page 38
10.We note your revised disclosure regarding your JV with UT Health East Texas. We also
note your statement in your response letter that you do not believe the Company’s
business is substantially dependent on any of the other individual JVs. Please provide us
with a more detailed analysis of why your business is not substantially dependent on the
JV with UT Health East Texas. In this regard, we note that this JV appears to cover nine
of your 30 hospitals and 59 of your over 200 sites of care.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 79
11.We note your disclosure that one of your long-term acute care hospitals is expected to
close on April 30, 2024. To the extent material, please disclose the impact this hospital

 FirstName LastNameMartin J. Bonick
 Comapany NameArdent Health Partners, LLC
 May 22, 2024 Page 4
 FirstName LastName
Martin J. Bonick
Ardent Health Partners, LLC
May 22, 2024
Page 4
has had on your operating results for each period presented.
Results of operations, page 84
12.We note your expanded disclosures regarding your calculation of Adjusted admissions,
which is also used in the calculation of Net patient service revenue per adjusted
admission.  Specifically, we note that the denominator in the calculation of Adjusted
admissions utilizes gross inpatient revenue and gross outpatient revenue that excludes
variable consideration.  Please tell us your consideration of the guidance in Question
100.04 of the Compliance and Disclosure Interpretations for Non-GAAP Financial
Measures for utilizing this amount in calculating Adjusted admissions and Net patient
service revenue per adjusted admission.
Supplemental non-GAAP information, page 91
13.We note the expanded disclosures you provide in response to comment 21.  Tell us how
you concluded it is appropriate to exclude  a portion of noncontrolling interest earnings
rather than the entire amount.  In this regard, similar types of income or loss should be
reflected consistently for each period presented.
14.Footnote (b) to your Adjusted EBITDA reconciliation characterizes the portion of the
adjustment related to FEMA funds and insurance recoveries as non-recurring
events. Given that these adjustments occurred during all periods presented, this
characterization is inconsistent with the guidance in Item 10(e)(1)(ii)(B) of Regulation S-
K.  As such, please revise your disclosure.
15.As previously requested in comment 22, please separately present your valuation measure,
Adjusted EBITDAR such that it is not alongside or near any discussion of your operating
results.  Specifically, move your presentation of Adjusted EBITDAR from the proximity
of (i) Adjusted EBITDA in MD&A and Summary Historical Financial and Operating Data
and (ii) your discussion and analysis of your operating results and presentation of
quarterly results of operations in MD&A.  Its current proximity to your operating results
may create confusion as to why you present EBITDAR.
Revenue recognition, page 104
16.We note your revised disclosure that "[i]n May 2022, we outsourced our revenue cycle
management functions to Ensemble." We also note that your exhibit index references
"Master Services Agreement, dated as of May 5, 2022, by and between Ensemble RCM,
LLC d/b/a Ensemble Health Partners and AHS Management Company, Inc." In an
appropriate place in your filing, please revise to describe the material terms of the Master
Services Agreement. Please also clarify whether Ensemble is a related party, given your
disclosure that Mr. Bonick has served as a board member of Ensemble Health Partners
since July 2023.

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 Comapany NameArdent Health Partners, LLC
 May 22, 2024 Page 5
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Martin J. Bonick
Ardent Health Partners, LLC
May 22, 2024
Page 5
Our Market Opportunity, page 109
17.We note your revised disclosure in response to comment 27, including that "[f]ee-for-
service payment models reimburse healthcare providers for each service they deliver to a
patient, while value-based care models incentivize healthcare providers to focus on quality
outcomes rather than the quantity of services rendered," and the shift to value-based
payment models "includes risk-based payment models that tie financial incentives to
quality, efficiency, and patient outcomes." Please further revise your disclosure to clarify
the "financial incentives" provided under value-based care models and risk-based payment
models, including how healthcare providers are reimbursed for each service they deliver
to patients.
Our platform, page 111
18.We note your revised disclosure in response to prior comment 25 and re-issue the
comment in part. Please provide a more detailed legal analysis supporting your response
that all JV agreements were entered into in the ordinary course of the Company’s business
and the Company’s business is not substantially dependent on any of the individual JVs.
In addition, please revise footnote two to disclose the date as of which the data in the chart
is presented. Please also revise to identify which of your health systems include the eight
VIEs referenced elsewhere in your filing.
Our Properties and Facilities, page 120
19.We note your response to comment 2, including that "the annual lease expense payable to
MPT is only approximately $11 million, or 0.2% of the Company’s total operating
expenses, for fiscal year 2023." Please tell us whether the hospital subject to this lease
represents a material portion of your total revenue for the financial periods presented in
the filing.
Certain relationships and related party transactions, page 188
20.We note your response to prior comment 30 that the transaction for Pure Health’s
investment was between Company unitholders and the Company did not receive any
consideration. Please tell us if the Company was party to any of the underlying transaction
documents and provide us with your legal analysis as to whether Company was otherwise
"a participant" in the transaction pursuant to Item 404(a) of Regulation S-K.
Consolidated balance sheets, page F-7
21.As previously requested in comment 32, please separately present each major class of
your VIEs liabilities on the face of this statement in accordance with ASC 810-10-45-
25.b.  In this regard, we note your disclosure on page F-18 that the “VIEs do not have
creditors that have recourse to the Company.”

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Martin J. Bonick
Ardent Health Partners, LLC
May 22, 2024
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2. Summary of significant accounting policies
Variable interest entities, page F-17
22.We note your responses to comments 32 and 33.  Please expand your disclosures to clarify
that (1) all of the VIEs meet the definition of a business; (2) that all of the VIEs issue
voting equity interests and that you hold the majority of the voting interests; and (3) the
VIEs assets are not required to only be used to settle the obligations of the VIEs and the
specific facts and circumstances that led to this conclusion.
Segment Reporting, page F-27
23.We note your response to comment 34.  Please provide us with the following additional
information:

•We note your discussion of the operating decisions made by the CEO. Please
describe the role and responsibilities of the COO in detail, describe the types of
decisions the COO makes with supporting examples, and compare and contrast with
the role and responsibilities of your CEO.

•We note that the CEO infrequently engages with the regional presidents, but instead
relies on the COO to oversee and direct them. Further, we note that the CEO
frequently meets with and engages with the COO. Please tell us whether the COO
and CEO discuss regional performance as part of their meetings, and if so, what
financial information is reviewed. Please also describe the nature and frequency of
the COO’s meetings with regional presidents, and the financial information reviewed
(e.g., is regional financial information compared against budget).

•We note that regional-level and facility-level budgets are prepared.  We further note
that the CEO does not review all facility-level budgets. Please tell us whether the
CEO receives budget information at the regional-level, and if so, how the CEO uses
it.  Please also describe the COO’s involvement in the budgeting process in greater
detail, including the levels at which the COO approves the budget.

•Please tell us what financial information is provided to each of the CEO and Board of
Directors, including disaggregated financial information (e.g., at the regional level),
the frequency it is provided, and how it is used.

•Please describe the basis for determining the compensation for each of the COO and
the regional presidents, inc

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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Ardent Health Partners, LLC
April 12, 2024
Page 2
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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Ardent Health Partners, LLC
April 12, 2024
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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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April 12, 2024
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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