SIMPSON THACHER & BARTLETT LLP

425 LEXINGTON AVENUE

NEW YORK, NY 10017-3954

(212) 455-2000

FACSIMILE (212) 455-2502

September 29, 2023

VIA EDGAR TRANSMISSION

Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington D.C. 20549-3561

Ladies and Gentlemen:

On behalf of BrightSpring Health Services, Inc. (the “Company”), we hereby confidentially submit for non-public review by the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) Amendment No. 1 (“Amendment No. 1”) to the above-referenced draft registration statement on Form S-1 (the “Registration Statement”). The Company has prepared Amendment No. 1 in response to the Staff’s comments in its letter, dated September 22, 2023, relating to the Registration Statement (the “Comment Letter”) and to otherwise update its disclosure. We are seeking confidential treatment for the submission pursuant to Rule 83 of the Commission.

In addition, we are providing the following responses to the Staff’s Comment Letter. To assist your review, we have retyped the text of the Staff’s comments in italics below. Page references in the text of this letter correspond to the pages of Amendment No. 1. Unless otherwise defined below, terms defined in Amendment No. 1 and used below shall have the meanings given to them in Amendment No. 1. The responses and information described below are based upon information provided to us by the Company.

Cover Page

The Company has revised its disclosure on the cover page, pages 225, A-1, and A-70 to state that the approval for listing on Nasdaq is a condition to closing of the offering. The Company respectfully advises the Staff that the disclosure on this topic contained in the Registration Statement will be consistent with the underwriting agreement.

Industry and Market Data, page ii

The Company has revised its disclosure on page iii to remove these statements in their entirety.

Summary Highlights of Our Business, page 1

The Company has revised its disclosure in the Industry and Market Data section on page iii to provide support for its assertion that it is a leading provider and in the Basic of Presentation Section on page v to explain how the Company defines and uses the term “independent provider.”

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The Company has revised its disclosure in the Industry and Market Data section on page iii to disclose how the $1.75 trillion figure is calculated and the material assumptions underlying the figure, including its assumed market penetration.

The Company has revised its disclosure on pages 1 and 90 to remove the statement in its entirety.

Summary, page 1

The Company has revised its disclosure on pages 9, 16, 17, and 18 in response to the Staff’s comment.

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In response the Staff’s comment, the Company has revised the statements above and similar statements in the Registration Statement to attribute them to outside sources, where applicable. In addition, the Company has clarified in the Industry and Market Data section on page ii that unless specifically cited to an outside source, the data and other information contained in Amendment No. 1 are based on the Company’s estimates and calculations.

In response to the Staff’s comment, the Company has revised its disclosure in the Basis of Presentation section on pages v and vi to include an explanation of Net Promoter Score, the method of its calculation, different criteria, and the reasons for multiple different NPS ratings.

The Company has revised its disclosure on pages 5 and 135 to expand on this statement to explain what the baseline comparison is for these percentage reductions and what the association is between home-based primary case and these reductions. The Company has further revised its disclosure in the Industry and Market Data section on page ii to attribute such statements to third-party studies.

The Company has revised its disclosure on pages 5 and 135 to explain the baseline used for the comparison.

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The Company has revised its disclosure in the Industry and Market Data section on page ii to explain how the $2,400 in potential savings is calculated and its disclosure on pages 5 and 135 to clarify that such savings is an approximate annual figure based on a study and not the maximum potential benefit.

The Company has revised its disclosure on pages 7 and 138 in response to the Staff’s comment.

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In response to the Staff’s comment, the Company will supplementally provide the Staff on a confidential basis with a binder of materials that contains factual support for the statements concerning its peers or its industry for all statements of comparison contained in Amendment No. 1, including the statements noted by the Staff in its comment. Please note that certain of the statements identified above have been revised in Amendment No. 1.

The Company has revised its disclosure throughout Amendment No. 1 to further describe various ratings and scores and how they are calculated.

Our Value Proposition, page 5

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The Company has revised its disclosure on pages 7 and 138 to remove these references.

Pharmacy Solutions, page 10

The Company has revised its disclosure on pages 11, 92, and 142 to explain what the incentive payments are, their general amount, and by whom they were paid.

Provider Services, page 12

The Company has revised its disclosure on pages 9, 13, 42, 94, 140, 144, and 154 to clarify that the Company directly employs physicians who provide healthcare services to its patients. In addition, the Company has revised its disclosure in the Business section on page 165 to discuss applicable government regulations and laws concerning the corporate practice of medicine and fee-splitting and how such regulations apply to its business model. The Company has also revised its disclosure in the Risk Factors section on pages 57 and 59 in further response to the Staff’s comment.

Operational Excellence, page 15

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The Company has revised its disclosure on pages vi and vii to explain how the $41.5 million of savings is calculated, including the baseline used for the comparison, and revised its disclosure on pages 16, 98, and 146 to clarify that the $41.5 million is an annual figure for 2022.

Risk Factors

Risks Related to Our Business, page 32

The Company has revised its disclosure on pages 53, 54, and 129 accordingly.

Security breaches, loss of data, and other disruptions could compromise sensitive business or patient information..., page 50

The Company has revised its disclosure on page 51 to clarify that it does not currently expect that the ransomware attack in March 2023, and the associated investigations and lawsuits, will have a material impact on its business, and further confirms that all material investigations and events have been described. More specifically, the Company respectfully advises the Staff that there have been no material HHS investigations with

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respect to data privacy and security incidents involving PHI, and that the Company’s systems and those of its third-party service providers and business partners have not experienced data or security breaches, cyberattacks (including ransomware), acts of vandalism, computer viruses, misplaced or lost data, human errors, or other similar events that have been considered to be a material investigation or event for the Company.

Risk Factors

Risks Related to Our Regulatory Framework

Many states have CON laws or other regulatory provisions..., page 59

The Company has revised its disclosure on pages 60 and 61 accordingly.

Risks Related to Our Indebtedness

Our variable rate indebtedness subjects us to interest rate risk..., page 67

The Company has revised its disclosure on page 69 to discuss its interest rate swap agreements.

Use of Proceeds, page 82

The Company has revised its disclosure in the Use of Proceeds section on page 83 and related disclosure throughout Amendment No. 1 accordingly. The Company will specify the expected amount of the termination fee, once known.

Management’s Discussion and Analysis of Financial Condition and Results of Operations Stable Reimbursement Environment Across our Portfolio of Businesses, page 96

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The Company has revised its disclosure on page 97 accordingly

Factors Affecting Results of Operations and Comparability, page 99

The Company has revised its disclosure on page 100 accordingly.

Impact of COVID-19 and CARES Act, page 100

The Company has revised its disclosure on page 101 to note the level of annual scripts during 2022 and to clarify that the 2022 script volume was not materially impacted by the pandemic and related factors.

Non-GAAP Financial Measures, page 114

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The Company acknowledges the Staff’s comment and respectfully advises that it has considered Question 100.01 of the Non-GAAP Compliance & Disclosure Interpretations, as updated December 13, 2022, as well as Rule 100(b) of Regulation G to which Question 100.01 relates. As set forth in greater detail below, the Company respectfully maintains that each of the costs classified as “startup costs,” “management fees,” “significant project costs” and “legal costs and settlements” are appropriate items for exclusion from the Company’s presentation of Adjusted EBITDA, including that the exclusion of such costs does not cause the Company’s presentation of Adjusted EBITDA to be misleading. The Company further maintains that excluding these items as part of its presentation of Adjusted EBITDA provides useful supplemental information to management, investors, analysts, lenders and other market participants when evaluating the Company’s core business results, because each adjustment fits into one or more of the following categories and is not otherwise misleading as set forth in updated Question 100.01: (a) items that relate to certain organizational start-up, restructuring or closure activities; (b) items relating to contractual obligations that will be terminated in connection with the proposed offering; (c) non-recurring, unusual or infrequent items that the Company believes are not reasonably likely to recur within the next two years or for which there was not a similar charge or gain within the prior two years; and (d) non-cash charges that do not accurately reflect the operating performance of the Company’s business in any given period. Further, the Company further confirms that it believes that such presentation complies with Item 10(e) of Regulation S-K, Regulation G, and all relevant Compliance and Disclosure Interpretations. The following is a discussion of the Company’s view of the appropriateness of each of the adjustments referenced by the Staff.

Startup costs

With respect to adjustments relating to startup costs, as an initial matter the Company notes that not all startup costs are excluded from Adjusted EBITDA. A significant amount of startup costs, specifically those that are related to organic growth within new locations and considered normal recurring cash operating expenses by the Company, are not excluded from

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Adjusted EBITDA. In contrast, on occasion the Company incurs startup costs attributable to certain strategic initiatives distinct from its normal operations, such as costs associated with opening its de novo locations in conjunction with expansion into specific new geographies. These de novo startup costs are only considered for potential adjustment to Adjusted EBITDA prior to operations commencing; once the de novo location begins business operations, no expenses associated with such locations are excluded. The Company evaluates all startup costs to determine which would be considered to be normal, recurring costs of operations and believes that the costs it has determined to exclude from Adjusted EBITDA are appropriate, as they are costs which are incurred on a more limited basis and may fluctuate based on the number, timing and geographic location of new locations, leading to difficulties in comparability of periods. As a result, the Company has concluded that such costs are not part of the Company’s normal, recurring, cash operating expenses, and the exclusion of such costs does not cause the Company’s presentation of Adjusted EBITDA to be misleading. The Company further maintains that the exclusion of these startup costs from Adjusted EBITDA, together with the accompanying disclosure relating to the presentation of this metric, is helpful to potential investors and other readers of Amendment No. 1 because it enhances comparability of the Company’s operating performance from period to period and provides investors with a more accurate view of results associated with the Company’s standard operating activities.

Management fees

This adjustment relates to the annual management fees payable by the Company under its Monitoring Agreement, which will be terminated upon completion of the offering. As such, the Company respectfully advises the Staff that an adjustment for this item is appropriate due to the fact that these costs that will no longer be applicable and representative of the Company’s ordinary operating performance from and after completion of the offering to which the Registration Statement relates. The fees paid historically under the Monitoring Agreement pertain to either (i) activities that are expected to be performed by existing Company personnel upon the agreement’s termination, and thus not expected to result in incremental costs, or (ii) acquisitions, divestitures, and external financing activities, which costs would otherwise be excluded from Adjusted EBITDA based upon the Company’s historical practice.

Significant project costs

As noted in greater detail below, significant project costs primarily pertain to transformational projects, including those relating to the Company’s financial general ledger system migration and related business intelligence system implementations, an implementation of a replacement Pharmacy billing system, and cybersecurity initiative.

The Company’s financial general ledger system migration project began in 2019 and was implemented in the fourth quarter of 2020, which was followed by the implementation of related business intelligence systems. A portion of the expenditures incurred related to such migration and implementation were capitalized as development costs, which are subsequently amortized as Selling, general and administrative expenses, in accordance with ASC 350-40, Internal Use Software, and are expected to be recognized through the second quarter of 2024. The amortization of such capitalized costs are not classified as depreciation or amortization in the Company’s consolidated financial statements and thus not separately excluded from the Company’s Adjusted EBITDA calculation. For the years ended December 31, 2022, 2021 and 2020, total capitalized development costs

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associated with the general ledger system migration and the related business intelligence system implementations were $2.5 million, $3.8 million, and $3.2 million, respectively. For the six months ended June 30, 2023 and 2022, these costs were $1.0 million and $1.5 million, respectively.

Other significant project costs excluded from Adjusted EBITDA relate to the implementation of a Pharmacy billing system to replace a legacy system, which began in the second half of 2022 and is expected to be completed in first quarter of 2024. These costs are considered to be one-time in nature. For the year ended December 31, 2022, total project costs associated with this system implementation were $0.8 million; for the six months ended June 30, 2023, these costs were $1.1 million.

The final category of significant project costs excluded from Adjusted EBITDA relate to a cybersecurity initiative undertaken by the Company in response to a ransomware attack in the first half of 2023 and as referenced elsewhere in Amendment No. 1. These costs are considered one-time in nature. For the six months ended June 30, 2023, total project costs associated with this cybersecurity initiative totaled $2.5 million, primarily consisting of cyber forensics and notification costs.

The Company acknowledges the Staff’s comment and its prior response letter dated September 7, 2021, and notes further that from time to time the Company undertakes significant projects, such as the three items noted above, that are intended to be transformational in nature and not considered to be a part of the Company’s normal and recurring business operations, and not expected to recur in its future business plans. The Company believes that these costs, which are incurred on an infrequent and limited basis, are not reflective of the Company’s operating performance. Moreover, because these significant projects are not entered into with any level of consistency of timing or scope, the exclusion of costs related to such projects provides a more meaningful understanding to investors and others of the ongoing results of the Company. In Question 100.01, the Staff acknowledges that the question of whether an adjustment results in a misleading non-GAAP measure depends on a company’s individual facts and circumstances. The Company believes that the particular facts and circumstances behind these significant projects support the Company’s position that adjusting for such costs in its presentation of Adjusted EBITDA is appropriate, helpful and not misleading to its investors. The Company has revised its disclosure on pages 32 and 116 to specify the amounts excluded for each category of the adjustment described above for the periods presented as it believes such disclosure would further help investors’ understanding of the adjustment.

Legal costs and settlements

Similar to the discussion of startup costs, it is worth noting as an initial matter that the Company is involved in a variety of legal and regulatory proceedings and that ordinary expenses relating to legal fees (internal and external), settlements, or related credits are not excluded from Adjusted EBITDA as the Company considers them to be part of its normal course of business. In contrast, the costs reflected within the “Legal costs and settlements” adjustment solely relate to three distinctive cases that were commenced prior to the December 7, 2017 purchase of PharMerica Corporation by affiliates of Kohlberg Kravis Roberts & Co. L.P. and Walgreens Boots Alliance, Inc. These cases are distinguishable from the Company’s routine legal matters due to the timing of their commencement, unusual nature (no similar cases have been brought since the PharMerica

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purchase) and magnitude, and the costs attributable to them are distinctive from ordinary course legal fees and expenses in a manner that supports exclusion from Adjusted EBITDA.

The Company has excluded approximately $9.1 million, $11.4 million, and $12.3 million of defense related costs relating to these matters for the years ended December 31, 2022, 2021, and 2020, respectively, and $4.7 million and $4.5 million of these costs for the six months ended June 30, 2023 and 2022, respectively. Two of the three original cases remain outstanding as of June 30, 2023. The third case was settled in Q4 2020. As of June 30, 2023, the costs primarily relate to an Anti-Kickback Statute and False Claims Act allegation from 2011, as disclosed on page 170 and pages F-62 and F-63 of Amendment No. 1, which costs have increased during the six months ended June 30, 2023 in anticipation of trial set for December 2023. The Company is vigorously defending its positions in these cases. The Company has revised it disclosure on pages 30 and 115 to modify the title of the adjustment to “legal costs” as the adjustment does not include any settlement amounts.

*        *        *

For the reasons described above, the Company believes that the presentation of Adjusted EBITDA including adjustments for expenses such as certain startup costs, management fees, significant projects, and legal costs and settlements is helpful to investors, facilitates comparisons of the Company’s ongoing performance from period to period and is not misleading. The definition of excluded expenses has been consistently applied in all periods presented.

Business, page 130

The Company has revised its disclosure on pages 47, 160, and 166 accordingly.

Our Value Proposition, page 133

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The Company has revised its disclosure on page 135 to state that it is not currently participating in any capitated payment models or contracts and to explain capitated payment model and risks associated with such models or contracts should the Company participate in any capitated payment models or contracts in the future.

Competitive Advantages

Track Record of Strategic and Accretive M&A Across Our Platform with Proven Ability to Execute, page 148

The Company has revised its disclosure on page 150 accordingly.

Legal Proceedings, page 167

The Company has revised its disclosure on page 170 to note the relief sought in the case.

Certain Relationships and Related Party Transactions, page 198

The Company has revised its disclosure on page 201 to add a placeholder for the disclosure of the underwriting fees expected to be earned by KKR Capital Markets LLC from this offering and will state such fees based on certain assumptions about the offering in a subsequent pre-effective amendment, once known.

In response to the Staff’s comment, the Company has revised its disclosure on pages 41, 42, 201, F-12, F-43, and F-64, to, among other things, (i) disclose the material terms of (x) the Company’s Joinder Agreement and Eighth Amendment to the Pharmaceutical Purchase and Distribution Agreement with affiliates of the Walgreens Stockholder, governing its purchase of pharmaceutical products and services, and (y) the WBAD – Membership Agreement and the Amendment to WBAD – Membership Agreement between the Company and an affiliate of the Walgreens Stockholder governing its purchase of generic pharmaceutical products, (ii) disclose the related risks and (iii) correct the name of the agreements from a Prime Vendor Agreement. The Company respectfully advises the Staff that it will file each of the Joinder Agreement and Eighth Amendment and the WBAD – Membership Agreement, together with the Amendment thereto, as exhibits to a subsequent pre-effective amendment.

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Certain U.S. Federal Income Tax Consequences to Non-U.S. Holders, page 218

The Company has revised its disclosure throughout Amendment No. 1 to clarify that the Material U.S. Federal Income Tax Consequences to Non-U.S. Holders sections address the material U.S. federal income tax considerations.

General

The Company will supplementally provide to the Staff, under separate cover, a copy of written communications, as defined in Rule 405 under the Securities Act, that have been presented to potential investors in reliance on Section 5(d) of the Securities Act by the Company or anyone authorized to do so on its behalf. The Company undertakes that if any additional written communication, as defined in Rule 405 under the Securities Act, is presented to potential investors in reliance on Section 5(d) of the Securities Act by the Company or anyone authorized to do so on its behalf, the Company will also provide the Staff with a copy of such written communication on a supplemental basis.

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Please do not hesitate to call me at (212) 455-2948 with any questions or further comments regarding this submission or if you wish to discuss any of the above responses.

Very truly yours,

/s/ Joseph H. Kaufman

Joseph H. Kaufman

cc: Securities and Exchange Commission

Conlon Danberg

Margaret Schwartz

Kristin Lochhead

Jeanne Baker

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BrightSpring Health Services, Inc.

Jon Rousseau

Simpson Thacher & Bartlett LLP

Sunny Cheong

Latham & Watkins LLP

Marc Jaffe

Ian Schuman

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