United States securities and exchange commission logo
July 7, 2020
Mike Pykosz
Chief Executive Officer
Oak Street Health, Inc.
30 W. Monroe Street
Suite 1200
Chicago, IL 60603
Re: Oak Street Health,
Inc.
Amendment No. 2 to
Draft Registration
Statement on Form S-1
Submitted June 12,
2020
CIK No. 0001564406
Dear Mr. Pykosz:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 2 to Draft Form S-1 submitted June 12, 2020
Use of Proceeds, page 66
1. We note you have added
the repayment of existing indebtedness as one of the uses of
proceeds from the
offering. Please expand your disclosure to provide the information
required by Instruction
4 to Item 504 of Regulation S-K.
Note 22. Subsequent Events, page F-35
2. You disclosed a tender
offer to purchase eligible units for cash by the company dated
March 30, 2020,
including certain Founder Units and Incentive Units. Please address the
Mike Pykosz
Oak Street Health, Inc.
July 7, 2020
Page 2
following related to both of your redeemable investor unit and members
units. Revise
your disclosures throughout your document where applicable.
Please explain the process in determining the tender offer. For
example, was it
governed by relevant unit holder agreement clauses and who has
the voting power to
determine the price and units to be included in the tender offer?
With the March 30, 2020 tender offer being paid in April 2020,
please tell us how
you have considered the mandatory redemption criteria under ASC
480-10-25 related
to these tendered units as of March 31, 2020.
If you do not believe mandatory redemption obligation exists
with your March 30,
2020 tender offer, please tell us how you have considered a pro
forma presentation
under Regulation S-X Article 11, so that investors understand the
transaction's impact
to your financial position and equity. Similarly, address how you
considered this
obligation for your Capitalization Table on page 71.
Report of Independent Registered Public Accounting Firm, page F-38
3. Please have your auditor revise its audit reports here as well as on
page F-4 to conform
with AS 3101, and to include the city and state from which the
auditor's report has been
issued as required by AS 3101.10.c and Regulation S-X Rule 2-02(a).
Please also revise
to ensure your auditor s name is consistent with what is included in
the Expert section on
page 179.
Note 18. Variable Interest Entities, page F-77
4. We note that a substantial portion of your assets and revenues are
from the VIEs. Please
revise where necessary to include the following disclosures related to
your VIEs.
Similarly, revise your interim financial statements to address the
same comment.
The nature of any restrictions on the consolidated VIE s assets
and on the settlement
of its liabilities reported in the statement of financial position,
including the carrying
amounts of such assets and liabilities. Reference ASC 810-10-
50-2AA.
The presentation of certain assets and liabilities of the VIEs
separately on the face of
your consolidated balance sheets. Reference ASC 810-10-45-25.
FirstName LastNameMike Pykosz earnings or net income of your VIEs that
is restricted or free
The amount of retained
Comapany of NameOak Street
restrictions forHealth,
payment Inc.
of dividends as required by Rule
4-08(e)(1) of Regulation
July 7, 2020S-X.
Page 2
FirstName LastName
Mike Pykosz
FirstName
Oak Street LastNameMike Pykosz
Health, Inc.
Comapany
July 7, 2020NameOak Street Health, Inc.
July 7,3 2020 Page 3
Page
FirstName LastName
You may contact Li Xiao at 202-551-4391 or Kevin Vaughn at 202-551-3494
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Jeffrey Gabor at 202-551-2544 or Mary Beth Breslin at 202-551-3625 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Robert E. Goedert, Esq.