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United States securities and exchange commission logo
November 27, 2023
Gisele Remy
Chief Financial Officer
Auna S.A.
46 A, Avenue JF Kennedy
1855 Luxembourg
Grand Duchy of Luxembourg
Re:Auna S.A.
Draft Registration Statement on Form F-1
Filed October 30, 2023
CIK No. 0001799207
Dear Gisele Remy:
            We have reviewed your 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.
Draft Registration Statement on Form F-1 submitted October 30, 2023
Cover Page
1.We note your disclosure here that following the completion of the offering, Enfoca, your
controlling shareholder, will maintain significant ownership of the company and voting
power. If true, disclose on the cover page, in the prospectus summary and elsewhere as
appropriate, that you will be a "controlled company" under exchange listing rules after the
offering, describe the corporate governance exemptions available to you and whether you
plan to rely on such exemptions, and include a risk factor regarding the risks to investors
of being a controlled company.
2.Please revise your cover page to disclose, as you do on page 19, that because the class A
shares are non-voting, investors in this offering will not vote on, among other matters, the
election and removal of directors and fixing of director's compensation; your issuance of

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debt securities; amendments to your articles of association; the sale, in a single
transaction, of assets with a value exceeding 50% of your share capital; the merger, spin-
off, division, reorganization, transformation or dissolution of the Company; special
investigations and audits; and the issuance of dividends.
3.We note that you intend to apply to list your Class A ordinary shares on the NYSE. Please
revise the disclosure on the cover page to clarify whether the offering is contingent upon
final approval of your NYSE listing. Please ensure that the disclosure is consistent with
your underwriting agreement.
Summary, page 1
4.Please revise your disclosure here at the outset of the summary to include a brief
description of the products and services you provide and the primary markets you serve.
5.The disclosure in the summary should be a balanced presentation of your business. Please
balance the description of “The Auna Way,” your competitive strengths and key strategies
with equally prominent disclosure of the challenges you face and the risks and limitations
that could harm your business or inhibit your strategic plans. For example, but without
limitation, revise your disclosure to also discuss challenges related to integrating
businesses you have recently acquired or will acquire, such as increased costs, building
and maintaining your brand’s reputation and your substantial indebtedness.
6.We note your disclosure here and throughout your filing that you have grown and expect
to continue to grow your operations through organic and inorganic growth.  We also note
your disclosure on page 61 that, since 2019, you have completed seven acquisitions.
Please revise your disclosure as appropriate to clarify whether your historical growth has
been attributable primarily to these acquisitions, or the organic growth of your operations.
The Auna Way, page 1
7.Please address the following issues related to the description of your business throughout
your prospectus summary:

•We note your disclosure that "[y]our focus lies in providing access to high-quality
healthcare, incentivizing prevention and concentrating on some of the high-
complexity diseases that contribute the most to healthcare expenditures." Please
revise to clarify how your business model incentivizes prevention. Please also define
at first use the term "high-complexity diseases."
•You state here as well as on pages 60 and 109 that you "focus on sustainable,
deliberate and congruent growth." Please expand your disclosure to discuss how your
growth model has been "sustainable, deliberate and congruent," including how you
define each of these terms.
•You state here and throughout the registration statement that you provide "affordable

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healthcare plans" and that your plans in Peru are "moderately priced and innovative
plans." Please revise your disclosure to clarify the meaning of your statements that
your plans are "affordable" and "moderately priced," including a detailed discussion
of the pricing of your plans and why they are considered innovative.
•We note your disclosure on page 3 that you offer a vertically integrated portfolio of
"mono-risk" plans and selected general healthcare plans. Please revise to clearly
define "mono-risk" plans and to explain the principal differences between a mono-
risk plan and a general healthcare plan.
•We note your disclosure on page 3 that "almost all of [y]our patients with an Auna
health plan also utilize the Auna healthcare network in Peru and [you] believe this
contributes to the resulting outstanding medical outcomes, patient experiences, and
disciplined cost controls." Please revise your disclosure to discuss the basis for your
belief that patients with an Auna health plan who also use the Auna network have
outstanding outcomes, experiences and lower costs. Define what is meant by
"outstanding," and clarify how you determine that these patients have "lower costs."

•Please revise your disclosure to clarify the significance of your Auna Mexico
hospitals operating the only two cyclotrons available in northern Mexico at present.
8.We note your statements here and throughout the prospectus discussing your leadership in
your field and the competitive position of your products and services. For example, you
state that:

•you provide “cutting-edge services” and deliver “excellent patient outcomes.”

•the Auna Way is, in part, your approach to “achieving sustainable competitive
advantages.”

•your “high patient satisfaction and robust patient demand, [results in] positioning
Auna as one of the premier healthcare providers in our market.”

•you “have established Auna as a leading provider of cancer management in SSLA.”

•you acquired Promotora Médica Las Américas S.A., “one of Colombia’s leading
healthcare providers” and Instituto de Cancerología, “one of Colombia’s leading and
largest private oncology hospitals.”

•you acquired Dentegra, “a leading dental and visual insurer.”

•you provide “first-class patient outcomes and experiences.”

Please revise your disclosure here and throughout the registration statement to provide the
basis for any statements, including any relevant metrics, regarding your competitive

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position and comparisons between your products and services and those of your
competitors. Refer to Item 4.B.7. of Form 20-F.
Our History, page 3
9.We note your disclosure on page 5 discussing your revenues, profit, and EBITDA for the
relevant interim financial period presented in your filing. Please revise your disclosure
here to also discuss your indebtedness and negative working capital.
Our Competitive Strengths, page 7
10.Please address the following related to your disclosure about your competition:

•Please revise your disclosure on page 8 and 124 to explain how providers in your
healthcare network access "are incentivized to follow the same protocol of
standardized services."

•We note your statement on page 9 that you have "active expansion plans in
progress." Please revise your disclosure here as well as in your Business section to
discuss more specifically your active expansion plans currently in progress.
•We note your statement on page 10 that you believe your historical gross margin
places you among the most profitable healthcare network operators in South America
"based on gross margins published by other publicly traded healthcare companies in
South America." Please revise to identify these publicly traded competitors.
Our Future, page 11
11.We note your disclosure on pages 11 and 115 that you plan to use Dentegra as a platform
to roll out general and specialized healthcare plans in Mexico, including oncological
plans. We also note your disclosure on page 3 that Dentegra is a “small insurance platform
previously owned by Delta Dental that provides dental and vision plans.” Please revise
your disclosure here and in your Business section to address specific challenges you may
face growing this small platform focused on providing dental and vision plans to a larger
platform providing both general healthcare and specialized plans in Mexico.
Corporate Structure, page 14
12.Please revise your diagram or the related, narrative disclosure to identify the parties
holding the remaining percentage of the entities of which you do not own 100%. Make
conforming changes to your disclosure on page 114.
Risk Factors
Our revenues and results of operations are affected by . . ., page 32
13.We note your disclosure that "a portion" of your revenue in your Healthcare Services in
Mexico segment is derived from fees charged at your facilities by unaffiliate physicians.

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Please revise your disclosure to provide an estimate of this portion of revenue, if material.
As a related matter, we note your disclosure on page 34 that "a portion" of your income in
your Healthcare Services in Mexico segment consists of rental income received from
tenants to whom you lease medical office space to at your properties. Please disclose an
estimate of this portion of you income, if material.
We are a holding company and all of our operations are conducted through our subsidiaries . . .,
page 39
14.We note your disclosure that your Mexican, Peruvian and Colombian subsidiaries must
maintain mandatory legal reserves, certain of your Peruvian and Mexican subsidiaries
must maintain minimum capital requirements, and your Colombian subsidiaries must
maintain certain capital allocations. Please revise your disclosure to provide additional
detail describing these required legal reserves, minimum capital requirements, and capital
allocations. Quantify the relevant requirements, where appropriate. Please also
disclose whether and to what extent your subsidiaries can currently distribute cash to you,
based on the above requirements. As a related matter, please briefly describe or provide a
cross reference to the restrictions related to your existing indebtedness that limit or
prohibit your subsidiaries from paying dividends, making other distributions, and making
loans to you.
Following the completion of the offering, Enfoca . . ., page 49
15.You disclose that certain of your officers and a majority of your directors may be
employed by or otherwise affiliated with Enfoca. Please revise your disclosure to identify
each of your officers and directors that are currently employed by or affiliated with
Enfoca.
The disparity in the voting rights between the classes of our shares may have a potential adverse
effect on the value of the class A shares, page 50
16.Please revise this risk factor to also disclose that the dual-class shares may have anti-
takeover effects preventing a change in control transaction that Class A shareholders
might consider in their best interest. In addition, please disclose that future issuances of
Class B ordinary shares may be dilutive to holders of Class A ordinary shares.
Use of Proceeds, page 53
17.We note your disclosure that you intend to use the net proceeds from the offering
for general corporate purposes. Please revise to more specifically identify the principal
intended uses of the net proceeds and provide the estimated amounts you intend to
allocate to each identified purpose. If any material part of the proceeds is to be used to pay
indebtedness, please disclose the same and provide the information required by Item
3.C.4. of Form 20-F. If any material portion of the proceeds will be used to finance
acquisitions of other businesses, give a brief description of such businesses and

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information on the status of the acquisitions. If you do not have a current, specific plan for
the proceeds of this offering, please state this explicitly and discuss the principal reasons
for the offering. Refer to Item 3.C of Form 20-F.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
59
18.We note your disclosure in a risk factor on page 37 that your ability to roll out new and
innovative products and services depends, in part, on “significant investments in research
and development.” We also note your disclosure on page and page 125 that you “rely on
Auna Ideas, which is [y]our biomedical and innovation engine.” Please revise this section
of your registration statement to provide a description of the company’s research and
development policies for the last three years. Refer to Item 5.C of Form 20-F.
Factors Affecting Our Results of Operations, page 60
19.Please briefly disclose how you calculate "rate of utilization."
Credit Agreements
Scotiabank Peru, page 76
20.We note your disclosure here that “the Chiclayo Hospital Financing Agreement contains
consent requirements for certain transactions.” Please clarify whether an equity offering,
including this initial public offering, would require consent from Scotiabank Perú and
whether you have already obtained this consent.
Senior Secured Notes due 2028, page 76
21.We note that you issued US$505.0 million aggregate principal amount of Senior Secured
Notes due 2028 and that these notes are subject to mandatory redemption under certain
circumstances, including if you undertake an equity offering. Please clarify whether this
initial public offering will trigger a mandatory redemption of your notes. To the extent
that a mandatory redemption will be triggered, please revise your disclosure throughout
the registration statement, including on your cover page, in your summary, in the risk
factors, and in the use of proceeds, as appropriate, to discuss the impact of this mandatory
redemption and any related risks to investors.
22.We note that both your senior secured notes due 2028 and your senior notes due 2025
contain negative covenants and events of default. Please revise your disclosure here to
discuss in greater detail these negative covenants and events of default. Please also revise
your risk factors to include a discussion of risks related to your notes due 2028 and 2025,
including the financial covenants, negative covenants and events of default.
Trends, page 77
23.We note your disclosure that your expansions have, in certain cases, “resulted in

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temporary increases in costs.” Please revise your disclosure to expand your discussion of
the increased costs you have experienced with your past acquisitions, including a
discussion as to wh