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.