View:
United States securities and exchange commission logo
April 14, 2021
Shannon Drake
General Counsel and Chief Legal Officer
Aveanna Healthcare Holdings, Inc.
400 Interstate North Parkway SE
Suite 1600
Atlanta, GA 30339
Re: Aveanna Healthcare
Holdings, Inc.
Registration
Statement on Form S-1
Filed April 1, 2021
File No. 333-254981
Dear Mr. Drake:
We have reviewed your 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.
Registration Statement on Form S-1 filed April 1, 2021
Summary Historical and Pro Forma Consolidated Financial Data, page 16
1. We note your response
to comment 7. In regards to adjustment (f), please address the
following:
We note that there
are four components of the COVID-19 costs being adjusted for,
which include
relief and hero pay provided to your caregivers and other incremental
compensation
costs. Please tell us the specific amounts of the adjustments recorded
related to each of
the four components you have listed;
Your response
indicates that incremental compensation costs also includes paying
idled employees
due to closures or other circumstances. It is not clear how this is
incremental to
your normal operations. Please tell us the specific amount of the
Shannon Drake
Aveanna Healthcare Holdings, Inc.
April 14, 2021
Page 2
adjustment recorded related to these idled employees; and
In regards to incremental PPE costs, please help us further
understand how you
determined these costs are incremental to normal operations. Given
it would appear
that PPE purchases would be part of your routine operations, please
help us better
understand how you determined the amount that was incremental.
Please specifically
address how you derived the amount of the adjustment.
2. Please tell us how adjustment (k) will reconcile with presenting pro
forma amounts for
items such as acquisition-related costs for pro forma fiscal year ended
January 2, 2021,
which would already include $6,715 of costs.
Legal Proceedings and Government Matters , page 153
3. We note your disclosure that, with respect to the matter filed by certain
of your employees
in the San Diego Superior Court, the parties received final approval of
the settlement
agreement, which constitutes a final judgment. Please describe the nature
of the relief
granted under the settlement agreement.
Exhibit 23.1, page E-26
4. Please have your auditor include the complete file number of the Form S-1
in their
auditor's consent.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Nudrat Salik at 202-551-3692 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Deanna Virginio at 202-551-4530 or Suzanne Hayes at 202-551-3675 with
any other
questions.
Sincerely,
FirstName LastNameShannon Drake
Division of
Corporation Finance
Comapany NameAveanna Healthcare Holdings, Inc.
Office of Life
Sciences
April 14, 2021 Page 2
cc: Drew M. Altman, Esq.
FirstName LastName