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

TL;DR

Ardent Health Partners converting to a corp, IPO incoming?

AI Summary

Ardent Health Partners, LLC, a healthcare provider, filed an S-1/A amendment on July 15, 2024, to convert to a corporation named Ardent Health Partners, Inc. The company, incorporated in Delaware, is headquartered in Brentwood, Tennessee, and operates under SIC code 8062 for hospitals. This filing is part of their process to become a publicly traded entity.

Why It Matters

This S-1/A filing indicates Ardent Health Partners is moving towards a potential IPO, which could offer investors a new opportunity in the healthcare services sector.

Risk Assessment

Risk Level: medium — The company is undergoing a significant corporate restructuring and moving towards public markets, which inherently carries risks associated with market volatility and regulatory scrutiny.

Key Numbers

• 333-280425 — SEC File Number (Identifies this specific registration statement with the SEC.)
• 8062 — SIC Code (Classifies Ardent Health Partners under 'SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC'.)

Key Players & Entities

• Ardent Health Partners, LLC (company) — Registrant
• Ardent Health Partners, Inc. (company) — Name after conversion
• Delaware (jurisdiction) — State of incorporation
• Brentwood, Tennessee (location) — Principal executive offices
• Martin J. Bonick (person) — Chief Executive Officer
• July 15, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $20.00 — l public offering price will be between $20.00 and $22.00 per share. Following the c
• $22.00 — fering price will be between $20.00 and $22.00 per share. Following the consummation
• $204.0 million — ice buildings to Ventas in exchange for $204.0 million on February 9, 2022, and the concurrent
• $800 billion — ble addressable market size approaching $800 billion. The table below illustrates the calcul

Filing Documents

• d754933ds1a.htm (S-1/A) — 3338KB
• d754933dex51.htm (EX-5.1) — 11KB
• d754933dex232.htm (EX-23.2) — 2KB
• g754933g01a14.jpg (GRAPHIC) — 56KB
• g754933g01a22.jpg (GRAPHIC) — 186KB
• g754933g0313205813025.jpg (GRAPHIC) — 2KB
• g754933g0620101237512.jpg (GRAPHIC) — 2KB
• g754933g37z70.jpg (GRAPHIC) — 50KB
• 0001193125-24-178802.txt ( ) — 3740KB

RISK FACTORS

RISK FACTORS 30 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 72

USE OF PROCEEDS

USE OF PROCEEDS 75 DIVIDEND POLICY 76 CAPITALIZATION 77

DILUTION

DILUTION 79 CORPORATE CONVERSION 81 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION 83

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 92

BUSINESS

BUSINESS 124 MANAGEMENT 165

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 182 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 211 PRINCIPAL STOCKHOLDERS 219

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 221 DESCRIPTION OF CERTAIN INDEBTEDNESS 227 SHARES ELIGIBLE FOR FUTURE SALE 232 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS 234

UNDERWRITING

UNDERWRITING 239 LEGAL MATTERS 254 EXPERTS 254 WHERE YOU CAN FIND ADDITIONAL INFORMATION 254 INDEX TO FINANCIAL STATEMENTS F-1 i Table of Contents About this prospectus As used in this prospectus, unless the context otherwise indicates, any reference to Ardent, our Company, the Company, us, we and our refers, prior to the Corporate Conversion (as defined herein), to Ardent Health Partners, LLC, together with its consolidated subsidiaries, and after the Corporate Conversion, to Ardent Health Partners, Inc., the issuer of the shares of common stock offered hereby, together with its consolidated subsidiaries. You should rely only on the information contained in this prospectus or in any free writing prospectus that we authorize to be delivered to you. Neither we nor any of the underwriters have authorized anyone to provide you with additional or different information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. This prospectus is an offer to sell only the shares of common stock offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. You should assume the information contained in this prospectus and any free writing prospectus we authorize to be delivered to you is accurate only as of their respective dates or the date or dates specified in those documents. Our business, financial condition, results of operations or prospects may have changed since those dates. For investors outside the United States : Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus or the offer and sale of the shares of common stock in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offeri

View Full Filing

View this S-1/A filing on SEC EDGAR