Ardent Health Services today announced that it has commenced a private offering, subject to market and other conditions, of $300 million aggregate principal amount of senior unsecured notes due 2029 (the “2029 Notes”) of AHP Health Partners, Inc. (“AHP Health Partners”), a direct majority-owned subsidiary of Ardent Health Partners, LLC (“Ardent”). The 2029 Notes will be guaranteed on a senior unsecured basis by Ardent and certain of its existing and future wholly-owned domestic subsidiaries (other than AHP Health Partners) that are guarantors under AHP Health Partners’ senior secured credit facilities.

Ardent intends to use the net proceeds from the proposed 2029 Notes offering, together with cash on hand, to redeem, repay, retire and discharge in full all $475.0 million aggregate principal amount of AHP Health Partners’ outstanding 9.75% senior unsecured notes due 2026 (the “2026 Notes”) and pay all related premiums, accrued interest, fees and expenses in connection with the foregoing.

AHP Health Partners has delivered a notice of conditional redemption to holders of its 2026 Notes, stating that the entire principal amount outstanding of such 2026 Notes will be redeemed on July 15, 2021, subject to the completion of a debt financing on terms and conditions satisfactory to AHP Health Partners yielding aggregate gross proceeds, together with cash on hand and available borrowings, sufficient to fund the redemption payment to the holders of the 2026 Notes. Nothing contained in this press release constitutes a notice of redemption of the 2026 Notes.

The 2029 Notes and related guarantees will be offered in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The 2029 Notes and related guarantees will be offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. A confidential offering memorandum for the 2029 Notes will be made available to such eligible persons. The offering will be conducted in accordance with the terms and subject to the conditions set forth in such offering memorandum.

The offer and sale of the 2029 Notes and related guarantees have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy the 2029 Notes and related guarantees, nor shall there be any sale of the 2029 Notes and related guarantees in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Ardent Health Services

Ardent Health Services invests in people, technology, facilities and communities, focusing on evidence-based practices to improve quality care and patient outcomes. Based in Nashville, Tennessee, Ardent’s subsidiaries operate 30 acute care hospitals, including one managed hospital, two rehabilitation hospitals and two surgical hospitals, in six states. Ardent is owned by an affiliate of Equity Group Investments (EGI), a Chicago-based private investment firm; Ventas, Inc. (NYSE: VTR), a publicly-traded real estate investment trust; and current and former members of Ardent’s executive management team.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the federal securities laws, which are intended to be covered by the safe harbors created thereby. These forward-looking statements include all statements that are not historical statements of fact and those statements regarding our intent, belief or expectations including, but not limited to, Ardent’s plans, objectives and expectations regarding the proposed 2029 Notes offering and the use of proceeds therefrom, as well as other statements that are not historical facts. Words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “could,” “would,” “will,” “may,” “can,” “continue,” “potential,” “should” and the negative of these terms or other comparable terminology often identify forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that may cause actual results to differ materially from those anticipated in the forward-looking statements in this press release. Factors, risks, and uncertainties that could cause actual outcomes and results to be materially different from those contemplated in such forward-looking statements include, among others, the effect of the debt markets on the proposed 2029 Notes offering and Ardent’s ability to satisfy the closing conditions to such offering. You are cautioned not to put undue reliance on any forward-looking statements, which speak only as of the date of this press release. Except as otherwise required by law, we do not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

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