Ardent Health Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
$ARDT
Hospital/Nursing Management
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM | ||||
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 23, 2025 (September 18, 2025 )
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Item 1.01.Entry into a Material Definitive Agreement.
On September 18, 2025 (the “Amendment Effective Date”), Ardent Health, Inc., a Delaware corporation (the “Company”),
AHP Health Partners, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (the “Borrower”),
certain wholly-owned subsidiaries of the Borrower party thereto (the “Subsidiary Guarantors”), Bank of America, N.A.
(“Bank of America”), as administrative agent, and the other financial institutions party thereto entered into Amendment No.
3 (the “Term Loan Amendment”), which amends that certain Amended and Restated Term Loan Credit Agreement, dated
as of August 24, 2021, by and among the Borrower, the Company, the Subsidiary Guarantors, Bank of America and the
other financial institutions party thereto from time to time (as amended, the “Term Loan Credit Agreement”). Also, on
September 18, 2025, the Company, the Borrower, AHS East Texas Health System, LLC (“AHS East Texas”), certain
subsidiaries of the Borrower and AHS East Texas party thereto as borrowers, certain Subsidiary Guarantors, the lenders
party thereto and Bank of America, as administrative agent, entered into Amendment No. 5 to Amended and Restated ABL
Credit Agreement (the “ABL Amendment”), which amends that certain Amended and Restated ABL Credit Agreement,
dated as of July 8, 2021 (as amended, the “ABL Credit Agreement”), by and among the borrowers, guarantors and lenders
party thereto and Bank of America.
The Term Loan Amendment amended the Term Loan Credit Agreement to, among other things, (i) refinance in full all of
the outstanding term loans under the Term Loan Credit Agreement (as in effect immediately prior to the Term Loan
Amendment), (ii) extend the maturity date for the term loans from August 24, 2028 to September 18, 2032, (iii) reduce the
applicable interest rate by 50 basis points from Term Secured Overnight Financing Rate (“SOFR”) plus 2.75% to Term
SOFR plus 2.25%, and from the base rate plus 1.75% to the base rate plus 1.25% and (iv) increase the baskets for certain
fixed dollar negative covenants.
The ABL Amendment amended the ABL Credit Agreement to update the baskets for certain fixed dollar negative
covenants to match the terms of the Term Loan Credit Agreement (as amended by the Term Loan Amendment), but it did
not extend the maturity date or make any material changes to the ABL Credit Agreement. The foregoing description of the
Term Loan Amendment is qualified in its entirety by the text of the Term Loan Amendment, which is filed as Exhibit 10.1
to this Current Report on Form 8-K and incorporated herein by reference. The foregoing description of the ABL
Amendment is qualified in its entirety by the text of the ABL Amendment, which is filed as Exhibit 10.2 to this Current
Report on Form 8-K and incorporated herein by reference.
Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant.
The information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference
into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits:
Exhibit No. | Exhibit Description | |
10.1 | ||
10.2 | ||
99 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Dated: September 23, 2025 | ARDENT HEALTH, INC. | ||
By: | /s/ Stephen C. Petrovich | ||
Name: | Stephen C. Petrovich | ||
Title: | Executive Vice President & General Counsel | ||