Ardent Health Partners Files S-1/A for Corporate Conversion

TL;DR

Ardent Health Partners is converting to a Corp & prepping for IPO. Big healthcare play incoming.

AI Summary

Ardent Health Partners, LLC, a healthcare provider, filed an S-1/A amendment on July 10, 2024, to convert into a corporation named Ardent Health Partners, Inc. The filing details their business operations and financial structure as they prepare for a potential public offering. The company is incorporated in Delaware and headquartered in Brentwood, Tennessee.

Why It Matters

This S-1/A filing indicates Ardent Health Partners is moving towards becoming a publicly traded company, which could impact its future funding, operations, and investor base.

Risk Assessment

Risk Level: medium — As a healthcare provider preparing for an IPO, Ardent Health Partners faces regulatory, market, and operational risks inherent in the healthcare industry and public markets.

Key Numbers

• 333-280425 — SEC File Number (Identifies this specific registration filing.)
• 1231 — Fiscal Year End (Indicates the end of the company's financial reporting year.)

Key Players & Entities

• Ardent Health Partners, LLC (company) — Registrant
• Ardent Health Partners, Inc. (company) — To be converted name
• 333-280425 (dollar_amount) — SEC File Number
• July 10, 2024 (date) — Filing Date
• Martin J. Bonick (person) — Chief Executive Officer
• Brentwood, Tennessee (location) — Principal Executive Offices

FAQ

Filing Documents

• d754933ds1a.htm (S-1/A) — 102KB
• d754933dex11.htm (EX-1.1) — 228KB
• d754933dex232.htm (EX-23.2) — 2KB
• 0001193125-24-177285.txt ( ) — 334KB

Other expenses of issuance and distribution

Item 13. Other expenses of issuance and distribution. The following table itemizes the expenses incurred by us in connection with the issuance and registration of the securities being registered hereunder (excluding the underwriters discount and commission). All amounts shown are estimates except for the SEC registration fee, the FINRA filing fee and the NYSE listing fee. Amount to be paid SEC registration fee $ 53,401 FINRA filing fee 54,769 NYSE listing fee 300,000 Legal fees and expenses 5,200,000 Accounting fees and expenses 2,300,000 Printing and engraving expenses 700,000 Transfer agent and registrar fees 10,000 Miscellaneous fees and expenses 881,830 Total $ 9,500,000 We will bear all of the expenses shown above. Item14. Indemnification of directors and officers. Section 102(b)(7) of the Delaware General Corporation Law (the DGCL) allows a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our certificate of incorporation provides for this limitation of liability. Section 145 of the DGCL (Section 145), provides, among other things, that a Delaware corporation may indemnify any person who was, is or is threatened to be made, party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation or is or was serving at the reque

Financial Statements. See Index to Financial Statements

Financial Statements. See Index to Financial Statements. (B) Exhibits. Exhibit Number Description of Exhibit 1.1 Form of Underwriting Agreement 2.1 * Form of Plan of Conversion 3.1 * Ardent Health Partners, LLC Amended and Restated Limited Liability Company Agreement, dated June 21, 2017 3.2 * First Amendment to Amended and Restated Limited Liability Company Agreement of Ardent Health Partners, LLC, dated August 14, 2018 3.3 * Second Amendment to Amended and Restated Limited Liability Company Agreement of Ardent Health Partners, LLC, dated May 1, 2023 3.4 * Form of Certificate of Incorporation of Ardent Health Partners, Inc. (to be effective upon completion of the registrants conversion from a limited liability company to a corporation) 3.5 * Form of Bylaws of Ardent Health Partners, Inc. (to be effective upon completion of the registrants conversion from a limited liability company to a corporation) 4.1 * Specimen Common Stock Certificate 4.2 * Registration Rights Agreement, dated as of July 3, 2015, among Ardent Health Partners, LLC (f/k/a EGI-AM Holdings, L.L.C.), EGI-AM Investments, L.L.C., ALH Holdings, LLC, David Vandewater, Clint B. Adams, Stephen C. Petrovich and Neil Hemphill 4.3 * Amendment to Registration Rights Agreement, dated as of May 1, 2023, among Ardent Health Partners, LLC (f/k/a EGI-AM Holdings, L.L.C.), EGI-AM Investments, L.L.C., and Pure Health Capital Americas 1 SPV RSC LTD. 5.1 * Opinion of Sidley Austin LLP regarding the validity of the Common Stock 10.1 * Employment Agreement, dated as of August 10, 2020, between AHS Management Company, Inc. and Martin J. Bonick 10.2 * Employment Agreement, dated as of August 10, 2021, between AHS Management Company, Inc. and Alfred Lumsdaine 10.3 * Employment Agreement, dated as of July 3, 2015, between AHS Management Company, Inc. and Stephen C. Petrovich 10.4 * Offer Letter (Conditional Offer of Employment) by and between

Signatures

Signatures Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Brentwood, State of Tennessee, on July 10, 2024. ARDENT HEALTH PARTNERS, LLC B Y : /s/ Martin J. Bonick Name: Martin J. Bonick T ITLE : President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated. S IGNATURE T ITLE D ATE /s/ Martin J. Bonick President and Chief Executive Officer, Director July 10, 2024 Martin J. Bonick (principal executive officer) /s/ Alfred Lumsdaine Chief Financial Officer July 10, 2024 Alfred Lumsdaine (principal financial officer) /s/ David Byers Senior Vice President, Chief Accounting Officer July 10, 2024 David Byers (principal accounting officer) * Director July 10, 2024 Mark Sotir * Director July 10, 2024 Peter Bulgarelli * Director July 10, 2024 Peter Bynoe * Director July 10, 2024 Suzanne Campion * Director July 10, 2024 William Goodyear * Director July 10, 2024 Ellen Havdala * Director July 10, 2024 Edmondo Robinson II-11 S IGNATURE T ITLE D ATE * Director July 10, 2024 Rahul Sen * Director July 10, 2024 Philip Tinkler * Director July 10, 2024 Rob Webb *By: /s/ Martin J. Bonick Martin J. Bonick Attorney-in-Fact II-12

View Full Filing

View this S-1/A filing on SEC EDGAR