United States securities and exchange commission logo
June 9, 2021
G. Mike Mikan
Chief Executive Officer
Bright Health Group Inc.
8000 Norman Center Drive
Suite 1200
Minneapolis, MN 55437
Re: Bright Health Group
Inc.
Amendment No. 1 to
Registration
Statement on Form S-1
Filed June 4, 2021
File No. 333-256286
Dear Mr. Mikan:
We have reviewed your amended 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 amending your registration
statement and providing the
requested information. 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 registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our May
28, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1
Recent Developments, page 9
1. We note your disclosure
that you will be issuing $75 million in stock in the Centrum
Transaction. Please
quantify, if known, the approximate percentage of your outstanding
stock that will be held
by Centrum owners following the consummation of the Centrum
Transaction. Also,
please revise the carryover risk factor on pages 54-55 to indicate that
purchasers of your
common stock may have their ownership interest diluted following the
consummation of the
Centrum Transaction.
G. Mike Mikan
Bright Health Group Inc.
June 9, 2021
Page 2
Notes to Consolidated Condensed Financial Statements for the Three Months Ended
March 31,
2021 and March 31, 2020
Note 8. Share-Based Compensation
Stock Options, page F-18
2. To help us assess your response to comment 1 and bridge the
substantial increase in
common stock fair value and enterprise value in 2021, please provide
us a timeline that
provides all relevant events causing increases in your common stock
fair value and
enterprise value since and including your October 2020 409A valuation
through the date
of your response. Ensure that this timeline:
Identifies all company-specific and market-specific events causing
changes in value;
Identifies all events associated with your offering including:
o When your Board of Directors began contemplating this
offering and when it
was authorized;
o When underwriters were engaged;
o When financial statements were finalized;
o When valuations were performed; and
o When filings were made.
Identifies the dates of each event; and
Quantifies the impact of all company-specific and market-specific
events causing
changes in common stock fair value and enterprise value.
You may contact Mark Brunhofer at (202) 551-3638 or Sharon Blume at
(202) 551-
3474 if you have questions regarding comments on the financial statements and
related
matters. Please contact Eric Envall at (202) 551-3234 or J. Nolan McWilliams at
(202) 551-
3217 with any other questions.
FirstName LastNameG. Mike Mikan Sincerely,
Comapany NameBright Health Group Inc.
Division of
Corporation Finance
June 9, 2021 Page 2 Office of Finance
FirstName LastName