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United States securities and exchange commission logo
April 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
Registration Statement on Form S-1
Filed April 20,
2021
File No. 333-254981
Dear Mr. Drake:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our April
14, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed April 20,
2021
Cover Page
1. We note that you have
added a page of graphics after the cover page. We note
that the information in
the third graphic is repeated in the Prospectus Summary and
Business sections but
is shown without the context of those sections. Please remove this
page as its prominence
is not appropriate. For guidance, refer to Securities Act Forms
Compliance and
Disclosure Interpretation 101.02.
Shannon Drake
FirstName LastNameShannon
Aveanna Healthcare Holdings,Drake
Inc.
Comapany
April NameAveanna Healthcare Holdings, Inc.
23, 2021
April 223, 2021 Page 2
Page
FirstName LastName
2. We note your revised disclosure on page 217 that an affiliate of
Barclays Capital Inc. will
receive greater than 5% of the net proceeds of this offering in
connection with the
repayment of your Senior Secured Credit Agreements and that Barclays
Capital Inc. is
deemed to have a conflict of interest under Rule 5121 of FINRA.
Please add cover page
disclosure regarding such conflict of interest. Please also tell us
what consideration you
gave to including a risk factor discussing this conflict of interest.
Unaudited Pro Forma Condensed Consolidated Financial Information, page 76
Transaction Accounting Adjustments for the Offering, page 87
3. Adjustment (p) includes $24.1 million of estimated annual compensation
expense
associated with options that you will begin to recognize upon
completion of this offering
based upon a three year requisite service period. The expected grant
date fair value of
$75.4 million and requisite service period are based upon a
preliminary valuation utilizing
the Monte Carlo option-pricing model. We note that this $24.1 million
of additional
annual compensation expense compares to a pro forma operating loss of
$20.5 million and
pre-tax loss before income taxes of $44.5 million for the year ended
January 2, 2021. In
this regard, please expand your disclosures to provide additional
insight as to which
specific options these expenses relate to, including when they were
granted or will be
granted as well as the underlying fair value of the common stock that
is being used to
value these options. In this regard, we note the disclosures on page
F-41 indicating
that total compensation expense related to unvested time-vesting
options, performance-
vesting options, and accelerator-options not yet recognized was $8.9
million, $8.0 million,
and $0.6 million, respectively, as of January 2, 2021. We also note
your disclosures on
page F-53 regarding the Amended Plan in Subsequent Events as well as
information
provided in your response dated April 16, 2021. Please clarify how
these options
reflected in the pro forma financial information correspond to these
disclosures and the
information provided in your response.
4. In regard to adjustment (n), please clearly show in the note how this
adjustment was
calculated to arrive at the $51.7 million adjustment. In this regard,
we note that your
disclosures on page 69 indicate that the weighted average interest
rate on borrowings
under the First Lien Term Facility as of January 2, 2021 was 5.91% and
under the Second
Lien Term Facility as of January 2, 2021 was 9.00%. Based on these
interest rates and
the repayment amounts disclosed, it is not clear how you arrived at
the $51.7 million.
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,
Shannon Drake
Aveanna Healthcare Holdings, Inc.
April 23, 2021
Page 3
FirstName LastNameShannon Drake
Division of Corporation
Finance
Comapany NameAveanna Healthcare Holdings, Inc.
Office of Life Sciences
April 23, 2021 Page 3
cc: Drew M. Altman, Esq.
FirstName LastName