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
 Martin J. Bonick
FirstName   LastNameMartin
Ardent Health   Partners, LLCJ. Bonick
Comapany
April       NameArdent Health Partners, LLC
       12, 2024
April 212, 2024 Page 2
Page
FirstName LastName
         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.
 Martin J. Bonick
FirstName   LastNameMartin
Ardent Health   Partners, LLCJ. Bonick
Comapany
April       NameArdent Health Partners, LLC
       12, 2024
April 312, 2024 Page 3
Page
FirstName LastName
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
 Martin J. Bonick
FirstName   LastNameMartin
Ardent Health   Partners, LLCJ. Bonick
Comapany
April       NameArdent Health Partners, LLC
       12, 2024
April 412, 2024 Page 4
Page
FirstName LastName
         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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FirstName   LastNameMartin
Ardent Health   Partners, LLCJ. Bonick
Comapany
April       NameArdent Health Partners, LLC
       12, 2024
April 512, 2024 Page 5
Page
FirstName LastName
              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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FirstName   LastNameMartin
Ardent Health   Partners, LLCJ. Bonick
Comapany
April       NameArdent Health Partners, LLC
       12, 2024
April 612, 2024 Page 6
Page
FirstName LastName
         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 disclosure that you are presenting Adjusted EBITDAR as a
financial
         valuation measure. As such, please revise your presentation and
disclosures to address the
         following:

                limit its presentation only to the most recent period
presented;

                clarify why the measure is useful as a valuation tool;

                describe the limitations of the measure as a valuation tool;
and
 Martin J. Bonick
FirstName   LastNameMartin
Ardent Health   Partners, LLCJ. Bonick
Comapany
April       NameArdent Health Partners, LLC
       12, 2024
April 712, 2024 Page 7
Page
FirstName LastName
                separately present this measure as a valuation measure and not
along side or near any
              discussion of your operating results, including a separate
reconciliation from its most
              comparable US GAAP measure.
23.      We note your presentation of Adjusted cash flows provided by (used in)
operating
         activities. Please tell us how you concluded that this measure is
consistent with the
         guidance in Item 10(e)(1)(ii)(A) of Regulation S-K, which generally
prohibits excluding
         charges or liabilities that required or will require cash settlement
from non-GAAP
         liquidity measures.
Business
Overview, page 105

24.      Where you discuss "outcomes," revise your disclosure to clarify how
you measure these
         outcomes. For example, you disclose that you believe your technology
platform leads to
         "improved outcomes," and you disclose on page 109 that your providers
have the
         objective of improving "quality" outcomes. As a related matter, where
you disclose that
         you provide "high-quality" patient care and "better patient
experience," please clarify how
         you measure quality and patient experience. Where you disclose that
your platform drives
         a "lower cost," clarify and quantify the cost to which you are
comparing your services.
Our platform, page 107

25.      Please address the following with respect to your graphic on page 108:

                You disclose in footnote two that this metric is measured at
the end of the applicable
              period. Please disclose the date as of which the data in the
chart is presented.

                You disclose the source for market population in footnote four.
Please clarify what is
              meant by "market population" in your graphic, including whether
you are referring to
              the city or state and how you determined that the relevant
population represents a
              market for your services.

                You disclose in footnote five that population growth represents
growth from 2023 to
              2025. Please provide a source for this data.

                We note your disclosure in footnote seven that your JV interest
in the Lovelace
              Health System represents your interest in Lovelace UNM
Rehabilitation Hospital. It
              also appears from your graphic that you operate five hospitals in
the Lovelace Health
              System. Please clarify whether Lovelace UNM Rehabilitation
Hospital is the only
              hospital in this health system subject to a JV, and if so,
whether you own and operate
              the remaining hospitals.

                In an appropriate place in your filing, please describe the
material terms of each of
              the joint ventures noted in your graphic and file any related
agreements as exhibits to
 Martin J. Bonick
FirstName   LastNameMartin
Ardent Health   Partners, LLCJ. Bonick
Comapany
April       NameArdent Health Partners, LLC
       12, 2024
April 812, 2024 Page 8
Page
FirstName LastName
              your registration statement. In your discussion, describe the
material terms of the
              put/call agreement disclosed on page 37.

                We note your disclosure elsewhere that "hospitals operated"
includes the total
              number of hospitals operated by you at the end of the applicable
period, irrespective
              of whether the hospital operated is (i) owned by you, (ii) leased
by you, or
              (iii) operated through a controlling interest in a JV. Please
revise your disclosure to
              clarify which of the 30 hospitals noted in your graphic are owned
by you, leased by
              you, or operated through a controlling interest in a JV,
respectively. Please also
              clarify the difference, if any, in how you generate revenue from
owned, leased, and
              JV operated hospitals.
26.      Here and throughout your filing, you refer to your "physician network"
and your
         "physician platform." In an appropriate place in your filing, please
briefly define each
         term, including the difference between the two. As a related matter,
you disclose that you
         have affiliated and employed providers, and that you have more than 80
contracts that
         include a variety of terms. Please clarify the difference in your
contracts with affiliated
         providers compared to employed providers, including any material
differences in fee or
         pay structure.
Our Market Opportunity, page 109

27.      Please revise your disclosure here to describe the difference between
fee-for-service
         payment methods and value-based care models, including the
significance of the shift in
         models to your business, and why providers with expertise in both
models will "emerge as
         the long-term winners."
Centralized and standardized operating model, page 112

28.      We note your disclosure here and throughout your registration
statement that you have
         focused on centralizing corporate services while outsourcing certain
support functions
         including revenue cycle management and that these efforts and
investments have
         generated significant cost savings. However, it appears from your
disclosure on page 83
         that your costs related to professional fees and salaries and benefits
increased year over
         year as an absolute amount. Please clarify where you achieved these
significant cost
         savings. In this regard, we note your disclosure that "[t]he increase
in professional fees, as
         a percentage of total revenue, was due primarily to the outsourcing of
our facilities of
         our end-to-end revenue cycle management process," and "[t]he decrease
in salaries and
         benefits, as a percentage of total revenue, was driven by the
transition to an outsourced
         model in our end-to-end revenue cycle management process in July 2022
and our dietary
         and environmental services in November 2022 at substantially all of
our facilities."
Our Growth Strategy, page 113

29.      Please clarify your reference to your "transfer center operations," as
these operations are
 Martin J. Bonick
FirstName   LastNameMartin
Ardent Health   Partners, LLCJ. Bonick
Comapany
April       NameArdent Health Partners, LLC
       12, 2024
April 912, 2024 Page 9
Page
FirstName LastName
         not described elsewhere in this section.
Certain Relationships and Related Party Transactions, page 185

30.      Please disclose the equity interest and dollar value related to Pure
Health's purchase of a
         minority interest in Ardent. See Item 404(a) of Regulation S-K. In
addition, describe the
         change in terms of your lease agreements with Ventas that allowed you
to qualify these
         agreements for accounting treatment as sale-leaseback agreements.
Consolidated Income Statements, page F-5

31.      Please expand your presentation to include basic and diluted per
common unit information
         for each period presented as well as the corresponding accounting
policy and disclosures
         required by ASC 260. Refer to ASC 260-10-15-2 for guidance.
Consolidated Balance Sheets, page F-7

32.      We note your disclosure that you are prohibited from using the assets
of your VIEs to
         satisfy your obligations or those of your other consolidated entities.
Please separately
         present each major class of your VIEs assets and liabilities on the
face of this statement in
         accordance with ASC 810-10-45-25.
2. Summary of Significant Accounting Policies
Variable Interest Entities, page F-17

33.      Please expand your disclosures to discuss how the VIEs are financed,
including any
         financial support you have provided to the VIEs. Refer to ASC
810-10-50-3.c. and 3.d.
         and 810-10-50-5A.c. and 5A.d. for guidance.
Segment Reporting, page F-26

34.      We note that you have concluded that you have one operating and
reportable
         segment. Please address the following:

                Clarify what comprises your acute care hospital operations. In
this regard, we note
              your disclosures on page 2, which indicates that, in addition to
your 30 acute care
              hospitals, you operate a broad network of ambulatory facilities
and telehealth
              services, including 146 primary care and specialty care clinics,
three ambulatory
              surgery centers (   ASCs   ), seven urgent care centers, two
free-standing emergency
              departments, and ten diagnostic imaging centers. If the acute
care hospital operations
              do not encompass this broad network of ambulatory facilities and
telehealth services,
              explain to us how the management of these operations fits within
your management
              organizational chart.

                Provide us with a comprehensive discussion of what the most
important operating
              decisions are in terms of allocating resources and assessing
performance via
 Martin J. Bonick
Ardent Health Partners, LLC
April 12, 2024
Page 10
              reviewing operating results and who makes those decisions.

                Tell us how the CEO allocates resources, assesses operating
performance and makes
              key operating decisions using only consolidated operating results
and not lower level
              results, including a description of the nature of decisions made
by the CEO.

                Tell us how budgets are prepared, who reviews and approves the
budget at each step
              of the process, the level of detail discussed at each step, and
the level at which the
              CEO makes changes to the budget.

                Tell us the level of detail communicated to the CEO when actual
results differ from
              budgets. As part of your response, address the actions taken
should one of the
              divisions fail to meet their revenue or profit budget goals in a
particular period.
6. Leases, page F-28

35.      Please expand your disclosures to provide your accounting policy for
determining the
         lease term and for assessing whether a lease is classified as an
operating lease versus a
         financing lease. Refer to ASC 842-10-30-1 through 30-2 and ASC
842-10-25-1 through
         25-7 for guidance.
Sale of Medical Office Buildings, page F-30

36.      We note that on December 22, 2022, the terms of the original lease
agreements with
         Ventas for the 18 medical office buildings were amended resulting in
treatment of the
         transactions as sale-leaseback arrangements in which you recognized a
$157.8 million
         gain from the sale of the assets. Please provide us with your analysis
of the material terms
         of these arrangements with reference to the specific accounting
guidance that supports
         your conclusion. Refer to ASC 842-40-25-1 through 25-3, ASC
842-10-30-1 through 30-
         2, and ASC 842-10-25-1 through 25-7 for guidance. Finally, expand your
disclosures to
         clarify that these are related party transactions.
14. Commitments and Contingencies, page F-43

37.    Please revise your disclosures to clearly state whether you are subject
to any claims,
       litigation matters or other matters that are probable and/or reasonably
possible of
       materially impacting your results of operations, financial position, or
liquidity either
       individually or in the aggregate. If there are matters that may be
material to your results of
       operations, financial position, or liquidity, provide specific
disclosures for these
       matters. Disclosures for the amount or range of reasonably possible loss
in the aggregate,
FirstName LastNameMartin J. Bonick
       or that you are unable to reasonably estimate the amount or range,
should also be
Comapany    NameArdent
       provided,          Health
                  noting that ASCPartners,  LLC does not require the amount or
range of
                                    450-20-50-4
       reasonably
April 12,          possible
           2024 Page  10     loss to be estimated with precision or certainty.
FirstName LastName
 Martin J. Bonick
FirstName  LastNameMartin
Ardent Health  Partners, LLCJ. Bonick
Comapany
April      NameArdent Health Partners, LLC
      12, 2024
April 11
Page  12, 2024 Page 11
FirstName LastName
General

38.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
       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.