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United States securities and exchange commission logo
February 23, 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.
Amendment No. 1 to
Draft Registration
Statement on Form S-1
Submitted February
1, 2021
CIK No. 0001832332
Dear Mr. Drake:
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. 1 to Draft Registration Statement on Form S-1
Industry and Market Data, page iv
1. We note your response
to prior comment 1. Please either delete the statement that you
"have not independently
verified the accuracy of this information" or specifically state
that you are liable for
such information.
Prospectus Summary, page 1
2. We note your response
to prior comment 2. Your summary should provide a brief and
balanced discussion of
the most material aspects of your company and your offering. Your
Shannon Drake
FirstName LastNameShannon
Aveanna Healthcare Holdings,Drake
Inc.
Comapany23,
February NameAveanna
2021 Healthcare Holdings, Inc.
February
Page 2 23, 2021 Page 2
FirstName LastName
disclosure still appears too detailed for the summary or repeats
information in the
Business section. For example, consider revising the extensive
discussion regarding your
competitive strengths, business and market growth. To the extent you
retain this
disclosure, provide an equally prominent discussion of the risks and
obstacles you face.
This discussion should provide the same levels of detail that the
sections titled "Our
'Everyone Wins' Contribution to the Healthcare Ecosystem" and "Our
Competitive
Strengths" and should immediately follow the dicussion of your
competitive strengths.
3. We note your response to prior comment 3. Please also remove
statements that you are
"the market leader" across 23 states or provide the basis for such
statements.
4. We note your response to prior comment 4. Please revise to clarify, if
true, that you
commissioned the third party research from Marwood Group referenced in
the prospectus.
Recent Acquisitions, page 12
5. We note your response to prior comment 6. It is not appropriate to
present revenues
without also presenting the related expenses or profitability of each
company. To the
extent you continue to disclose the acquired company's annual
revenues, please also
include the requested disclosure, which will assist investors in
considering the revenues in
context.
Results of Operations, page 89
6. Your disclosures regarding field contribution on page 100 indicate
that you consider
operating income (loss) to be the most directly comparable GAAP
measure. We remind
you that you should present the most directly comparable GAAP measure
with equal or
greater prominence. In this regard, we note that you present field
contribution without
presenting operating income (loss) with equal or greater prominence on
page 89. In
addition, you provide a discussion and analysis of field contribution
on page 95 without a
similar discussion and analysis of operating income (loss) in a
location with equal or
greater prominence. Please revise your disclosures as necessary
throughout the filing to
ensure that you are giving equal or greater prominence to operating
income (loss). Please
refer to Item 10(e) of Regulation S-K and Question 102.10 of our
Non-GAAP Financial
Measures Compliance and Disclosure Interpretations.
Non-GAAP Financial Measures
Adjusted EBITDA, page 98
7. We note your response to comment 12. Please address the following:
In a similar manner to your response, please clarify that sponsor
fees will no longer
be incurred subsequent to your initial public offering;
Please help us better understand why costs to comply with a
subpoena related to
nurse wages and hiring activities in certain markets are not
necessary and related to
the ongoing operation of your business. Please also tell us the
amount of these costs
included for each period presented;
Shannon Drake
Aveanna Healthcare Holdings, Inc.
February 23, 2021
Page 3
Note 5(d) on page 22 refers to a table for a further description
of your annual legal
costs and settlements associated with acquisition matters. Please
clarify in your
disclosures the page number where this table has been provided; and
In regard to incremental compensation costs, incremental PPE
costs, and costs of
remote workforce enablement, please help us better understand the
nature of these
costs and why you do not expect them to become part of your normal
operations.
Adult Home Health & Hospice Reimbursement, page 134
8. We note your response to prior comment 20, including that your reference
to cost
containment initiatives was intended to focus on governmental and
commercial payors
primarily in the adult home care and hospice space. However, your
disclosure on page 134
that that the Medicare regulatory and reimbursement outlook is likely
stable to positive for
home health and hospice services over the next three to five years
appears to relate to
the adult home care and hospice space. Please reconcile such statements.
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
February 23, 2021 Page 3
cc: Drew M. Altman, Esq.
FirstName LastName