Ardent Health Partners LLC

S-11 d754933ds1.htm S-1

As filed with the Securities and Exchange Commission on June 21, 2024.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

**FORMS-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Ardent Health Partners, LLC

to be converted as described herein to a corporation named

Ardent Health Partners, Inc.

(Exact name of registrant as specified in its charter)

340 Seven Springs Way, Suite 100

Brentwood, Tennessee 37027

**(615)296-3000 **

(Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Martin J. Bonick

Chief Executive Officer

Ardent Health Partners, LLC

340 Seven Springs Way, Suite 100

Brentwood, Tennessee 37027

**(615)296-3000 **

(Name, Address, Including Zip Code and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

Explanatory note

Ardent Health Partners, LLC, the registrant whose name appears on the cover of this registration statement, is a Delaware limited liability company. Immediately prior to the effectiveness of the registration statement of which this prospectus forms a part, Ardent Health Partners, LLC will convert into a Delaware corporation by means of a statutory conversion and change its name to Ardent Health Partners, Inc. This conversion is referred to throughout the prospectus included in this registration statement as the “Corporate Conversion.” As a result of the Corporate Conversion, the unitholders of Ardent Health Partners, LLC will become holders of shares of common stock of Ardent Health Partners, Inc. Except as disclosed in the prospectus, the consolidated historical financial statements and summary historical financial and operating data and other historical financial information included in this registration statement are those of Ardent Health Partners, LLC and its consolidated subsidiaries and do not give effect to the Corporate Conversion. We are offering shares of the common stock of Ardent Health Partners, Inc. through the prospectus included in this registration statement.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

Subject to completion, dated , 2024

PRELIMINARY PROSPECTUS

*** Shares***

ARDENT HEALTH PARTNERS, INC.

Common Stock

This is the initial public offering of the common stock of Ardent Health Partners, Inc. We are offering shares of our common stock, and the selling stockholders identified in this prospectus are offering shares of our common stock. No public market currently exists for our common stock.

We have applied to list our common stock on the New York Stock Exchange under the symbol “ARDT.”

We anticipate that the initial public offering price will be between $ and $ per share.

Following the consummation of this offering, EGI-AM Investments, L.L.C., an affiliate of Equity Group Investments, will continue to be our controlling stockholder and own approximately % of the voting power of our outstanding common stock (approximately % if the underwriters exercise in full their option to purchase additional common stock). As a result of this ownership, so long as our controlling stockholder owns a majority of our outstanding common stock, our controlling stockholder will be able to control any action requiring the general approval of our stockholders, including the election of directors, any amendments to our certificate of incorporation and bylaws and the approval of any merger or sale of all or substantially all of our assets. Accordingly, we will be a “controlled company” within the meaning of the corporate governance rules of the New York Stock Exchange. See “Management—Controlled company.”

Additionally, in connection with the consummation of this offering, we will enter into a nomination agreement with EGI-AM Investments, L.L.C. and ALH Holdings, LLC (a subsidiary of Ventas, Inc.), pursuant to which EGI-AM Investments, L.L.C. will have the right to nominate a majority of our directors and to designate the Chairman of our Board of Directors, for so long as it beneficially owns 50% or more of the total voting power of our outstanding common stock, and ALH Holdings, LLC will have the right to nominate one (1) director to our Board of Directors, for so long as ALH Holdings, LLC and Ventas, Inc. together beneficially own 4% or more of the total voting power of our outstanding common stock. For additional information, see “Certain relationships and related party transactions—Nomination Agreement.” Further, upon consummation of this offering, an entity affiliated with Pure Health Holding PJSC will beneficially own approximately % of our outstanding common stock (approximately % if the underwriters exercise in full their option to purchase additional common stock). As a result, each of EGI-AM Investments, L.L.C., Ventas Inc., and Pure Health Holding PJSC may be in a position to influence matters affecting us, including decisions regarding extraordinary business transactions, fundamental corporate transactions and election of directors. For more information, see “Risk factors—Our principal equity holders’ interests may conflict with yours.”

To the extent that the underwriters sell more than shares of common stock, the underwriters have the option to purchase up to an additional shares from us and up to an additional shares from the selling stockholders at the initial public offering price less the underwriting discounts and commissions for 30 days after the date of this prospectus, as described in “Underwriting.” We will not receive any proceeds from the sale of shares held by the selling stockholders.

Investing in our common stock involves risks. See “Risk factors” beginning on page 27 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares against payment in New York, New York on or about , 2024.

Prospectus dated , 2024