United States securities and exchange commission logo
December 22, 2020
Jonathan Fitzpatrick
President and Chief Executive Officer
Driven Brands Holdings Inc.
440 S. Church Street, Suite 700
Charlotte, NC 28202
Re: Driven Brands
Holdings Inc.
Amendment No. 4 to
Draft Registration Statement on Form S-1
Submitted December
17, 2020
CIK No. 0001804745
Dear Mr. Fitzpatrick:
We have reviewed your amended draft offering 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 offering statement or publicly filing your offering
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 any amendment
to your draft offering statement or filed offering statement and the
information you provide in
response to these comments, we may have additional comments.
Amendment No. 4 to Draft Registration Statement on Form S-1, filed
December 17, 2020
Impact of COVID-19, page 11
1. We note your response
to comment 5; however, we were unable to find disclosure on page
12 of your amended
filing quantifying the impact of COVID-19 on your operations.
Therefore, please amend
your filing to quantify the decline in your sales volumes due to
COVID-19, and the
extent to which your sales have recovered. In this regard, we note
your disclosure that
sales volumes began to decline in late March 2020 as the pandemic
worsened in the markets
in which Driven Brands operates and federal, state, provincial
and local governments
implemented stricter guidelines and policies, including stay-at-
home orders and the
closure of non-essential businesses, and your disclosure on page 32
that [a]s a result
of the ongoing COVID-19 pandemic, [y]our locations have also
experienced
significantly reduced customer traffic and sales volume due to changes in
consumer behavior.
Please make conforming changes to your filing to quantify the
Jonathan Fitzpatrick
Driven Brands Holdings Inc.
December 22, 2020
Page 2
impact of COVID-19 on your operations, including to your Management's
Discussion and
Analysis of Financial Condition and Results of Operations, where you
discuss the impact
of COVID-19 on your results of operations for the periods presented.
Risk Factors
Risks Relating to Our Business
"Our failure or our franchisees and independent operators failure to
comply . . .", page 37
2. We note your disclosure that "[a] significant percentage of [y]our
franchisees in the
United States have availed themselves of borrowings under the Paycheck
Protection
Program." Please quantify the "significant percentage."
Risks Related to this Offering and Ownership of Our Common Stock
"We will be required to pay our existing owners for certain tax benefits . .
..", page 55
3. We note your amended disclosure that if you breach any of your material
obligations
under the Tax Receivable Agreement, you "will be required to make a
payment equal to
the present value of future payments under the income tax receivable
agreement." To
provide context for investors regarding the extent of your obligations
under the Tax
Receivable Agreement, please provide an estimate of the current amount
that you would
be required to pay if you were to breach any of your material
obligations, if estimable.
You may contact Ta Tanisha Meadows at 202-551-3322 or Lyn Shenk at
202-551-
3380 if you have questions regarding comments on the financial statements and
related matters.
Please contact Katherine Bagley at 202-551-2545 or Erin Jaskot at 202-551-3442
with any other
questions.
Sincerely,
FirstName LastNameJonathan Fitzpatrick
Division of
Corporation Finance
Comapany NameDriven Brands Holdings Inc.
Office of Trade &
Services
December 22, 2020 Page 2
cc: John C. Kennedy
FirstName LastName