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.
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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
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SIGNATURE(S)
Securities which are to be tendered:
Tender all of the Original Notes
Aggregate Principal Amount*
[ ] Original Notes
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NAME(S) (PLEASE PRINT)
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ADDRESS
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ZIP CODE
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AREA CODE AND TELEPHONE NUMBER
Dated: , 200
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* Unless otherwise indicated, it will be assumed that all of the Original Notes
listed are to be tendered.
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