Ardent Health Services Announces Pricing Of Senior Notes Offering

NASHVILLE, Tenn., June 14, 2018 /PRNewswire/ -- Ardent Health Services today announced that AHP Health Partners, Inc. ("AHP Health Partners"), a direct majority-owned subsidiary of Ardent Health Partners, LLC ("Ardent"), has priced $475 million aggregate principal amount of 9.75% senior unsecured notes due 2026 (the "Notes") in a private offering.

The 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 the new senior secured credit facilities.

Ardent intends to use the net proceeds from the sale of the Notes, together with borrowings under $1.05 billion in new senior secured term loan and asset-based revolving credit facilities of AHP Health Partners, to refinance or otherwise extinguish Ardent's existing credit facilities, pay related fees and expenses and provide working capital and funds for other general corporate purposes.

The closing of the Notes offering is conditioned on the substantially concurrent consummation of the new senior secured credit facilities.  The proposed refinancing transactions are expected to close on June 28, 2018, subject to customary closing conditions and finalizing definitive documentation with respect to the new senior secured credit facilities. 

The Notes and the guarantees are being offered and sold in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The Notes and the guarantees are being offered and sold only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act.

The Notes and the guarantees have not been (and will not be) registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or 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, producing high-quality care and results. Based in Nashville, Tennessee, Ardent's subsidiaries operate 31 acute care hospitals, including two rehabilitation hospitals, two surgical hospitals and one managed hospital, in seven states.  Ardent's operations are 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 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, expectations and 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 refinancing transactions, Ardent's ability to finalize definitive documentation with respect to the proposed refinancing transactions; and Ardent's ability to satisfy the closing conditions to the proposed refinancing transactions.  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.

SOURCE Ardent Health Services