Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Ardent Health Services - Form S-1 HTML 3.43M
2: EX-3.1 EX-3.1 Ardent Health - Certificate of Formation 1 48K
11: EX-3.10 EX-3.10 Ahs Kentucky Holdings Bylaws 16 103K
101: EX-3.100 EX-3.100 Certificate of Formation Lebanon Hospital 1 48K
102: EX-3.101 EX-3.101 Operating Agreement Lebanon Hospital 5 55K
103: EX-3.102 EX-3.102 Mesilla Valley Agreement & Certificate 24 89K
104: EX-3.103 EX-3.103 Mesilla Valley Articles of Incorporation 4 55K
105: EX-3.104 EX-3.104 Mesilla Valley Mental Health Bylaws 2 51K
106: EX-3.105 EX-3.105 Northern Indiana Hospital Certificate 1 48K
107: EX-3.106 EX-3.106 Northern Indiana Hospital Agreement 6 57K
108: EX-3.107 EX-3.107 Valle Vista Hospital Certificate 2 49K
109: EX-3.108 EX-3.108 Valle Vista LLC Operating Agreement 6 57K
110: EX-3.109 EX-3.109 Certificate of Formation Willow Springs 1 48K
12: EX-3.11 EX-3.11 Ahs Kentucky Hospitals Certficate 2 53K
111: EX-3.110 EX-3.110 Operating Agreement of Willow Springs 5 55K
13: EX-3.12 EX-3.12 Ahs Kentucky Hospitals Bylaws 16 103K
14: EX-3.13 EX-3.13 Ahs Louisiana Certificate of Incorporation 2 52K
15: EX-3.14 EX-3.14 Ahs Louisiana Holdings Bylaws 13 80K
16: EX-3.15 EX-3.15 Ahs Louisiana Hospitals Certificate 2 53K
17: EX-3.16 EX-3.16 Ahs Louisiana Hospitals Bylaws 16 102K
18: EX-3.17 EX-3.17 Charter of Ahs Management Company, Inc. 4 59K
19: EX-3.18 EX-3.18 Bylaws of Ahs Management Company, Inc. 2 50K
20: EX-3.19 EX-3.19 Ahs New Mexico Incorporation Certificate 5 58K
3: EX-3.2 EX-3.2 Ardent Health - Limited Liability Agreement 72 258K
21: EX-3.20 EX-3.20 Bylaws of Ahs New Mexico Holdings, Inc. 14 112K
22: EX-3.21 EX-3.21 Ahs Research & Review Certificate 3 53K
23: EX-3.22 EX-3.22 Ahs Research & Review Company Agreement 17 99K
24: EX-3.23 EX-3.23 Ahs Samaritan Hospital Articles 2 50K
25: EX-3.24 EX-3.24 Ahs Samaritan Operating Agreement 21 138K
26: EX-3.25 EX-3.25 Ahs S.E.D Medical Laboratories Articles 7 59K
27: EX-3.26 EX-3.26 Bylaws of Ahs S.E.D Medical Laboratories 2 52K
28: EX-3.27 EX-3.27 Ahs Summit Hospital Formation Certificate 1 48K
29: EX-3.28 EX-3.28 Ahs Summit Hospital Company Agreement 21 137K
30: EX-3.29 EX-3.29 Ardent Medical Services Incorporation 5 55K
4: EX-3.3 EX-3.3 Ardent Health - Incorporation Certificate 5 57K
31: EX-3.30 EX-3.30 Bylaws of Ardent Medical Services 14 102K
32: EX-3.31 EX-3.31 Behavioral Healthcare Corp Certificate 3 58K
33: EX-3.32 EX-3.32 Behavioral Healthcare Amended Bylaws 15 97K
34: EX-3.33 EX-3.33 Bhc Alhambra Hospital, Inc. Charter 3 56K
35: EX-3.34 EX-3.34 Bylaws of Bhc Alhambra Hospital, Inc. 2 50K
36: EX-3.35 EX-3.35 Charter of Bhc Belmont Pines Hospital 3 56K
37: EX-3.36 EX-3.36 Bylaws of Belmont Pines Hospital 2 50K
38: EX-3.37 EX-3.37 Articles of Incorporation Bhc Cedar Vista 3 51K
39: EX-3.38 EX-3.38 Bylaws of Bhc Cedar Vista Hospital 4 54K
40: EX-3.39 EX-3.39 Charter of Bhc Columbus Hospital, Inc. 4 58K
5: EX-3.4 EX-3.4 Bylaws of Ardent Health Services 2 50K
41: EX-3.40 EX-3.40 Bylaws of Bhc Columbus Hospital, Inc. 2 50K
42: EX-3.41 EX-3.41 Charter of Bhc Fairfax Hospital, Inc. 3 56K
43: EX-3.42 EX-3.42 Bylaws of Bhc Fairfax Hospital, Inc. 2 50K
44: EX-3.43 EX-3.43 Charter of Bhc Fox Run Hospital, Inc. 3 56K
45: EX-3.44 EX-3.44 Bylaws of Bhc Fox Run Hospital, Inc. 2 50K
46: EX-3.45 EX-3.45 Charter of Bhc Fremont Hospital, Inc. 3 56K
47: EX-3.46 EX-3.46 Bylaws of Bhc Fremont Hospital, Inc. 2 50K
48: EX-3.47 EX-3.47 Charter of Bhc Gulf Coast Management 3 56K
49: EX-3.48 EX-3.48 Bylaws of Bhc Gulf Coast Management 2 50K
50: EX-3.49 EX-3.49 Bhc Health Services Articles 4 55K
6: EX-3.5 EX-3.5 Ahs Albuquerque - Articles of Incorporation 4 55K
51: EX-3.50 EX-3.50 Bylaws Bhc Health Services of Nevada 2 49K
52: EX-3.51 EX-3.51 Charter of Bhc Heritage Oaks Hospital 3 56K
53: EX-3.52 EX-3.52 Bylaws of Bhc Heritage Oaks Hospital 2 50K
54: EX-3.53 EX-3.53 Bhc Hospital Holdings Certificate 2 50K
55: EX-3.54 EX-3.54 Bylaws of Bhc Hospital Holdings, Inc. 16 104K
56: EX-3.55 EX-3.55 Charter of Bhc Intermountain Hospital 3 56K
57: EX-3.56 EX-3.56 Bylaws of Bhc Intermountain Hospital, Inc. 2 50K
58: EX-3.57 EX-3.57 Charter of Bhc Lebanon Hospital, Inc. 4 58K
59: EX-3.58 EX-3.58 Bylaws of Bhc Lebanon Hospital, Inc. 2 50K
60: EX-3.59 EX-3.59 Bhc Management Holdings Certificate 2 50K
7: EX-3.6 EX-3.6 Ahs Albuquerque Operating Agreement 17 121K
61: EX-3.60 EX-3.60 Bylaws of Bhc Management Holdings, Inc. 16 104K
62: EX-3.61 EX-3.61 Certificate of Formation Bhc Management 1 48K
63: EX-3.62 EX-3.62 Bhc Management Services Agreement 6 60K
64: EX-3.63 EX-3.63 Certificate of Formation Bhc Management 1 48K
65: EX-3.64 EX-3.64 Bhc Management of Indiana Co. Agreement 6 55K
66: EX-3.65 EX-3.65 Bhc Management of Kentucky Certifcate 2 50K
67: EX-3.66 EX-3.66 Bhc Management of Kentucky Agreement 6 55K
68: EX-3.67 EX-3.67 Bhc Services New Mexico Certifcate 2 51K
69: EX-3.68 EX-3.68 Bhc Services New Mexico Agreement 6 55K
70: EX-3.69 EX-3.69 Bhc Services Streamwood, LLC Certificate 2 50K
8: EX-3.7 EX-3.7 Ahs Cumberland Articles of Organization 1 48K
71: EX-3.70 EX-3.70 Bhc Services Streamwood, LLC Agreement 6 55K
72: EX-3.71 EX-3.71 Bhc Meadows Partner Certificate 5 58K
73: EX-3.72 EX-3.72 Bylaws of Bhc Meadows Partner, Inc. 2 50K
74: EX-3.73 EX-3.73 Bhc Montevista Hospital Articles 4 56K
75: EX-3.74 EX-3.74 Bylaws of Bhc Montevista Hospital, Inc. 2 49K
76: EX-3.75 EX-3.75 Bhc Northwest Certificate of Formation 1 48K
77: EX-3.76 EX-3.76 Bhc Northwest Company Agreement 19 102K
78: EX-3.77 EX-3.77 Agreement of Partnership of Bhc Indiana 17 96K
79: EX-3.78 EX-3.78 Charter of Bhc of Northern Indiana, Inc. 4 59K
80: EX-3.79 EX-3.79 Bylaws of Bhc of Northern Indiana, Inc. 2 50K
9: EX-3.8 EX-3.8 Ahs Cumberland Operating Agreement 17 120K
81: EX-3.80 EX-3.80 Bhc Service Kentucky Formation Certificate 2 51K
82: EX-3.81 EX-3.81 Bhc Services Kentucky Company Agreement 6 55K
83: EX-3.82 EX-3.82 Charter of Bhc Pinnacle Pointe Hospital 3 56K
84: EX-3.83 EX-3.83 Bylaws of Bhc Pinnacle Pointe Hospital 2 50K
85: EX-3.84 EX-3.84 Charter of Bhc Properties, Inc. 3 57K
86: EX-3.85 EX-3.85 Bylaws of Bhc Properties, Inc. 2 50K
87: EX-3.86 EX-3.86 Charter of Bhc Sierra Vista Hospital, Inc. 3 56K
88: EX-3.87 EX-3.87 Bylaws of Bhc Sierra Vista Hospital, Inc. 2 50K
89: EX-3.88 EX-3.88 Charter of Bhc Spirit of St Louis Hospital 3 56K
90: EX-3.89 EX-3.89 Bylaws of Bhc Spirit of St Louis Hospital 2 50K
10: EX-3.9 EX-3.9 Ahs Kentucky Certificate of Incorporation 2 53K
91: EX-3.90 EX-3.90 Charter of Bhc Streamwood Hospital, Inc. 3 56K
92: EX-3.91 EX-3.91 Bylaws of Bhc Streamwood Hospital, Inc. 2 50K
93: EX-3.92 EX-3.92 Charter of Bhc Valle Vista Hospital, Inc. 3 56K
94: EX-3.93 EX-3.93 Bylaws of Bhc Valle Vista Hospital, Inc. 2 50K
95: EX-3.94 EX-3.94 Articles of Incorporation Bhc Windsor 4 55K
96: EX-3.95 EX-3.95 Bylaws of Bhc Windsor Hospital, Inc. 4 52K
97: EX-3.96 EX-3.96 Columbus Hospital Certificate of Formation 1 48K
98: EX-3.97 EX-3.97 Operating Agreement of Columbus Hospital 5 56K
99: EX-3.98 EX-3.98 Indiana Psychiatric Institutes Certificate 8 68K
100: EX-3.99 EX-3.99 Bylaws of Indiana Psychiatric Institutes 23 123K
112: EX-4.1 EX-4.1 Ardent Health Services Indenture 08/19/03 140 535K
113: EX-4.4 EX-4.4 Amended Intercompany Promissory Note 5 60K
114: EX-4.5 EX-4.5 Amended and Restated Security Agreement 21 114K
115: EX-4.6 EX-4.6 Intercreditor and Subordination Agreement 18 117K
116: EX-4.7 EX-4.7 Collateral Assignment 7 63K
117: EX-4.8 EX-4.8 Registration Rights Agreement 26 146K
118: EX-5.1 EX-5.1 Opinion of Ropes & Gray LLP 3 53K
119: EX-10.1 EX-10.1 Ardent Health Credit Agreement 08/19/03 124 596K
128: EX-10.10 EX-10.10 Employment Agreement N Becker 05/05/03 10 85K
129: EX-10.11 EX-10.11 Employment Agreement J Hopping 06/01/02 10 88K
130: EX-10.12 EX-10.12 Employment Agreement V Westrich 09/13/01 10 85K
131: EX-10.13 EX-10.13 Indemnification Agreement Page Barnes 10 80K
132: EX-10.14 EX-10.14 Indemnification Agreement J Hopping 10 80K
133: EX-10.15 EX-10.15 Indemnification Agreement S Petrovich 10 80K
134: EX-10.16 EX-10.16 Indemnification Agreement D Vanderwater 10 80K
135: EX-10.17 Ex-10.16 Indemnification Agreement V Westrich 10 80K
120: EX-10.2 Ardent Health - 10.2% Senior Notes 08/15/14 19 113K
121: EX-10.3 EX-10.3 Adrent Health Option & Unit Plan 12 88K
122: EX-10.4 EX-10.4 Non Qualified Interest Option Agreement 9 73K
123: EX-10.5 EX-10.5 Ardent Subscription Agreement 09/25/01 25 115K
124: EX-10.6 EX-10.6 Ardent Subscription Agreement 12/11/02 30 146K
125: EX-10.7 EX-10.7 Professional Services Agreement 12/11/02 4 55K
126: EX-10.8 EX-10.8 Letter Agreement 01/30/02 3 55K
127: EX-10.9 EX-10.9 Employment Agreement Page Barnes 05/02/01 11 86K
136: EX-12 EX-12 Computation of Ratios Statement 2± 51K
137: EX-21 EX-21 Subsidiaries of Ardent Health Services LLC 3 53K
138: EX-23.1 EX-23.1 Consent of Kpmg LLP 1 48K
139: EX-23.2 EX-23.2 Consent of Ernst & Young LLP 4 51K
140: EX-23.3 EX-23.3 Consent of Pricewaterhousecoopers LLP 1 47K
141: EX-25 EX-25 Form T-1 Statement of Eligibility 8 88K
142: EX-99.1 EX-99.1 Letter of Transmittal 18 121K
143: EX-99.2 EX-99.2 Notice of Guaranteed Delivery 4 60K
144: EX-99.3 EX-99.3 Form of Letter to Brokers 2 51K
145: EX-99.4 EX-99.4 Form of Letter to Clients 3 55K
EX-99.4 — EX-99.4 Form of Letter to Clients
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EXHIBIT 99.4
ARDENT HEALTH SERVICES, INC.
OFFER TO EXCHANGE ITS
10% SENIOR SUBORDINATED NOTES DUE 2013
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
10% SENIOR SUBORDINATED NOTES DUE 2013
, 200
To Our Clients:
Enclosed for your consideration are the Prospectus, dated ,
200 (as amended and supplemented from time to time, the "Prospectus"), and the
related Letter of Transmittal (which, together with the Prospectus, constitute
the "Exchange Offer"), in connection with the offer by Ardent Health Services,
Inc., a Delaware corporation (the "Company"), to exchange the Company's 10%
Senior Subordinated Notes due 2013 (the "Exchange Notes") which have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
for any and all of the Company's outstanding 10% Senior Subordinated Notes due
2013 (the "Original Notes"), upon the terms and subject to the conditions set
forth in the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New
York City time, on , 200 , unless extended (the "Expiration Date").
We are holding Original Notes for your account. An exchange of the Original
Notes can be made only by us and pursuant to your instructions. The Letter of
Transmittal is furnished to you for your information only and cannot be used by
you to exchange the Original Notes held by us for your account. The Exchange
Offer provides a procedure for holders to tender by means of guaranteed
delivery.
We request information as to whether you wish us to exchange any or all of
the Original Notes held by us for your account upon the terms and subject to the
conditions of the Exchange Offer.
Your attention is directed to the following:
1. The forms and terms of the Exchange Notes are the same in all
material respects as the forms and terms of the Original Notes (which they
replace), except that the Exchange Notes have been registered under the
Securities Act. Interest on the Exchange Notes will accrue from the most
recent February 15 or August 15 on which interest was paid or provided for
on the Original Notes, or, if no interest has been paid or provided for on
the Original Notes, from the issue date.
2. Based on an interpretation by the staff of the Division of
Corporation Finance of the Securities and Exchange Commission (the "SEC"),
as set forth in certain interpretive letters addressed to third parties in
other transactions, Exchange Notes issued pursuant to the Exchange Offer in
exchange for Original Notes may be offered for resale, resold and otherwise
transferred by a holder thereof (other than a holder which is an
"affiliate" of the Company within the meaning of Rule 405 under the
Securities Act or a "broker" or "dealer" registered under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) without compliance
with the registration and prospectus delivery provisions of the Securities
Act, provided that such Exchange Notes are acquired in the ordinary course
of such holder's business and such holder is not engaging, does not intend
to engage, and has no arrangement or understanding with any person to
participate, in the distribution of such Exchange Notes. Accordingly, each
broker-dealer that receives Exchange Notes for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a Prospectus in
connection with any resale of those Exchange Notes.
3. The Exchange Offer is not conditioned on any number or minimum
aggregate principal amount of Original Notes being tendered, except that
Original Notes may be tendered only in integral multiples of $1,000.
4. Notwithstanding any other provisions of the Exchange Offer, or any
extension of the Exchange Offer, the Company will not be required to accept
for exchange, or to exchange any Exchange Notes for, any Original Notes and
may terminate the Exchange Offer (whether or not any Original Notes have
been accepted for exchange) or may waive any conditions to or amend the
Exchange Offer, if any of the conditions described in the Prospectus under
"The Exchange Offer -- Conditions of the Exchange Offer" have occurred or
exist or have not been satisfied.
5. Tendered Original Notes may be withdrawn at any time prior to 5:00
p.m., New York City time, on the Expiration Date, if such Original Notes
have not previously been accepted for exchange pursuant to the Exchange
Offer.
6. Any transfer taxes applicable to the exchange of Original Notes
pursuant to the Exchange Offer will be paid by the Company, except as
otherwise provided in Instruction 3 of the Letter of Transmittal.
You are urged to carefully review the Prospectus and Letter of Transmittal
for important information about the Company and the Exchange Offer.
If you wish to have us tender any or all of your Original Notes, please so
instruct us by completing, detaching and returning to us the instruction form
attached hereto. An envelope to return your instructions is enclosed. If you
authorize a tender of your Original Notes, the entire principal amount of
Original Notes held for your account will be tendered unless otherwise specified
on the instruction form. Your instructions should be forwarded to us in ample
time to permit us to submit a tender on your behalf by the Expiration Date.
The Exchange Offer is not being made to, nor will tenders be accepted from
or on behalf of, holders of the Original Notes in any jurisdiction in which the
making of the Exchange Offer or acceptance thereof would not be in compliance
with the laws of such jurisdiction or would otherwise not be in compliance with
any provision of any applicable securities law.
2
ARDENT HEALTH SERVICES, INC.
OFFER TO EXCHANGE ITS
10% SENIOR SUBORDINATED NOTES DUE 2013
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
10% SENIOR SUBORDINATED NOTES DUE 2013
Instructions from Beneficial Owner
The undersigned acknowledge(s) receipt of your letter and the enclosed
Prospectus and the related Letter of Transmittal in connection with the offer by
the Company to exchange Exchange Notes for Original Notes.
This will instruct you to tender the principal amount of Original Notes
indicated below held by you for the account of the undersigned, upon the terms
and subject to the conditions set forth in the Prospectus and the related Letter
of Transmittal.
The undersigned represents that (i) the Exchange Notes acquired pursuant to
the Exchange Offer are being obtained in the ordinary course of the
undersigned's business, (ii) the undersigned is not engaging, does not intend to
engage, and has no arrangement or understanding with any person to participate,
in the distribution of such Exchange Notes, and (iii) the undersigned is not an
"affiliate," as defined under Rule 405 of the Securities Act, of the Company. If
the undersigned is a broker-dealer, it acknowledges that it will deliver a copy
of the Prospectus in connection with any resale of the Exchange Notes; however,
by so acknowledging and by delivering a Prospectus, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.
Sign Here
---------------------------------------
SIGNATURE(S)
Securities which are to be tendered:
Tender all of the Original Notes
Aggregate Principal Amount*
[ ] Original Notes
------------------------------
--------------------------------------------------------------------------------
NAME(S) (PLEASE PRINT)
--------------------------------------------------------------------------------
ADDRESS
--------------------------------------------------------------------------------
ZIP CODE
--------------------------------------------------------------------------------
AREA CODE AND TELEPHONE NUMBER
Dated: , 200
------------------------------ ----------
---------------
* Unless otherwise indicated, it will be assumed that all of the Original Notes
listed are to be tendered.
3
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