United States securities and exchange commission logo
October 23, 2023
Jon Rousseau
President and Chief Executive Officer
BrightSpring Health Services, Inc.
805 N. Whittington Parkway
Louisville, Kentucky 40222
Re: BrightSpring Health
Services, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted September
29, 2023
CIK No. 0001865782
Dear Jon Rousseau:
We have reviewed your amended draft registration statement and have
the following
comment(s).
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 a comment applies 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 this
letter and your amended
draft registration statement or filed registration statement, we may
have additional comments.
Amendment No. 1 to Draft Registration Statement on Form S-1, Submitted
September 29, 2023
Industry and Market Data, page iii
1. We note your response
to comment 4 and your disclosure that "statements in this
prospectus regarding
our $1.75 trillion combined market opportunity are based on the
Centers for Medicare &
Medicaid Services, or CMS, data, which projected Medicare
expenditures to be $944
billion and Medicaid expenditures to be $805 billion in 2022" and
"[t]he Company s
platform is purpose-built to address the full continuum of care and
pharmacy services
provided to patients in the United States today." Given that Medicare
and Medicaid cover the
full spectrum of healthcare services in the United States, please
revise statements
regarding your market opportunity to reflect the total addressable market
for the two segments in
which you operate or explain in more detail how your business
model addresses the
full continuum of healthcare services in the United States. For
example, we note that
Medicare Part A covers things such as inpatient hospital care and
Jon Rousseau
BrightSpring Health Services, Inc.
October 23, 2023
Page 2
surgery which would appear to be a component of the projected $944
billion in
expenditures but do not appear to be part of your business model.
Finally, we also note
your statement on page 2 of the prospectus that "[t]hese high-need and
high-cost Senior
and Specialty patients comprise a market of $1.75 trillion across our
business." Please
ensure that your estimated market opportunity is limited to the
patient population you
intend to serve. In this regard, we note that if the $1.75 trillion
market opportunity
represents the entirely of Medicare and Medicaid expenditures, the
market opportunity
could not be comprised solely of a subset of high-need and high-cost
Senior and Specialty
patients.
Summary, page 1
2. We note your response to previous comment 13, which we reissue in
part. On page 11 you
state: Our customer service and quality metrics are best-in-class
as compared to peers,
such as time-to-first-fill (4.2 day average turnaround time), 96.9%
overall Medication
Possession Ratio, or MPR, and 95% infusion patient satisfaction
scores." Please revise to
provide these metrics for your peers that you are comparing yourself
to.
Who We Are, page 2
3. We note your revised disclosure in response to previous comment 14 and
re-issue the
comment in part. In addition to describing "MPR" and "NPS," please
further describe how
you calculate "patient satisfaction," "associated family
satisfaction," "overall rating of
care," and "Hospice Care Index, or HCI, score."
Our Value Proposition, page 7
4. We note your revised disclosure in response to previous comment 12 and
re-issue the
comment in part. Please explain what it means to have line of sight
over service volume.
If you are able to estimate future service volume based on the number
of patients currently
under care and the average lengths of stay from historical data,
please explain what the
remaining 24% or 31% of service volume outside the line of sight
represents or why that
portion of service volume cannot be estimated using the same
calculation method.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Financial Measures, page 115
5. We note your response to prior comment 27. Notwithstanding your
rationale for excluding
start-up costs from your non-GAAP adjusted EBITDA measure, this
adjustment appears
FirstName LastNameJon Rousseau
to represent normal, recurring cash operating expenses and therefore
inconsistent with the
Comapany NameBrightSpring
guidance Health
in Question 100.01 ofServices, Inc. Financial Measures
Compliance
the Non-GAAP
October&23,
Disclosure
2023 PageInterpretation.
2 Please revise to remove the adjustment
accordingly.
FirstName LastName
Jon Rousseau
FirstName LastNameJon Rousseau
BrightSpring Health Services, Inc.
Comapany
October 23,NameBrightSpring
2023 Health Services, Inc.
October
Page 3 23, 2023 Page 3
FirstName LastName
6. Regarding your management fees, significant projects expenses, and
legal costs excluded
from your non-GAAP measure Adjusted EBITDA, please expand your
disclosures to
clearly explain why these costs are not normal, recurring operating
expenses, similar to
your response.
Employees and Human Capital Resources, page 159
7. We note that on page 159 you cite an approximately 80% retention of
clinical positions in
home health care, hospice care, and community and rehab care. Please
revise to state the
time period this statistic covers.
Business
Regulation
Corporate Practice of Medicine and Fee-Splitting Laws, page 165
8. We note your revised disclosure in response to previous comment 17 and
your statement
that "[s]ome of the states in which we currently operate have laws
that prohibit business
entities, such as us, from practicing medicine, employing physicians
to practice
medicine..." Given that you directly employ physicians who provide
healthcare services to
your patients, please expand on this discussion to explain how you
comply with state laws
that prohibit you from employing physicians to practice medicine.
Please note if you
believe you are in compliance with such laws or if you do not engage
in Provider Services
in certain states.
Licensing Laws and State Directives, page 165
9. We note your revised disclosure in response to previous comment 28 and
re-issue the
comment in part. We note your statements on page 47 that "[i]n the
past, regulators have
taken measures against certain of our facilities and locations as a
result of non-compliance
with applicable laws and regulations." Please briefly describe the
specific laws and
regulations which led regulators to take measures against certain of
your facilities and
locations as well as the extent of your non-compliance with such
requirements. To the
extent material, please discuss any other specific incidents in
addition to the July 2020
incident involving the West Virginia Department for Health and Human
Resources. With
respect to the July 2020 West Virginia incident, please expand on your
disclosure to
discuss the reason for the statewide admissions ban and explain how
and when the ban
orders were subsequently cleared. We note that you state the following
on page 166: "For
example, we self-reported an employee in West Virginia who failed to
meet our standards
of care, and we communicated with regulators as part of their
investigation and as part of
licensure surveys." Please revise to state the date of the
self-reported issue and whether it
was related to the admissions ban.
Jon Rousseau
FirstName LastNameJon Rousseau
BrightSpring Health Services, Inc.
Comapany
October 23,NameBrightSpring
2023 Health Services, Inc.
October
Page 4 23, 2023 Page 4
FirstName LastName
Certain Relationships and Related Party Transactions
Transactions involving affiliates of Walgreen Stockholder, page 201
10. Please revise to provide the termination provisions of the two
agreements involving
affiliates of Walgreen Stockholder.
Please contact Kristin Lochhead at 202-551-3664 or Jeanne Baker at
202-551-3691 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Conlon Danberg at 202-551-4466 or Margaret Schwartz at 202-551-7153
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Industrial Applications and
Services
cc: Sunny Cheong, Esq.