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United States securities and exchange commission logo
September 22, 2023
Jon Rousseau
President and Chief Executive Officer
BrightSpring Health Services, Inc.
805 N. Whittington Parkway
Louisville, Kentucky 40222
Re:BrightSpring Health Services, Inc.
Draft Registration Statement on Form S-1
Submitted August 28, 2023
CIK No. 0001865782
Dear Jon Rousseau:
            We have reviewed your 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.
Draft Registration Statement on Form S-1 submitted August 28, 2023
Cover Page
1.We note your statement that you have applied to list your common stock on Nasdaq.
Please state whether approval for listing on Nasdaq is a condition to closing of the
offering. Once finalized, please ensure your disclosure is consistent with your
underwriting agreement.
Industry and Market Data, page ii
2.We note your statement that "[w]hile we believe such information is reliable, we have not
independently verified any third-party information. While we believe our internal
company research, surveys, and estimates are reliable, such research, surveys, and

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BrightSpring Health Services, Inc.
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estimates have not been verified by any independent source." It is not appropriate to
directly or indirectly disclaim liability for statements in your registration statement. Please
revise or specifically state that you take liability for these statements.
Summary Highlights of Our Business, page 1
3.We note your statement that you are "[a] leading, diversified, independent provider of
home and community-based healthcare services in the United States." Please revise to
provide support for your assertion that you are a leading provider and explain what
independent provider means in this context.
4.We note your statement here regarding your "over $1.75 trillion combined market
opportunity," your statement on page 7 that "[t]he Senior and Specialty patients we serve
represent a market opportunity of over $1.75 trillion" and similar statements on page 8
and throughout the prospectus. Please clarify how this $1.75 trillion figure is calculated
and discuss any material assumptions underlying the estimate, including your assumed
market penetration.
5.We note your reference to "numerous businesses growing organically into the double-
digits." Please clarify what you mean by businesses in this context as it appears to be
different than your two segments.
Summary, page 1
6.Your prospectus Summary should provide a balanced presentation of your
business. Please revise to discuss the challenges you face, including, as examples only,
competitive conditions in the markets you serve, regulatory risk as a result of your
substantial reliance on government healthcare programs such as Medicare and Medicaid,
and your level of indebtedness.
7.We note various statements in your prospectus regarding expectations or beliefs that do
not appear to be attributed to the Company or an outside source. Please revise these
statements to state that they are your beliefs or expectations or otherwise attribute the
statements. For example, we note without limitation your statements:
•on page 2: "The chronic conditions and long-term health needs of these patients not
only represent an outsized share of health care spend today, but also are expected to
drive a disproportionate share of future expenditures;"
•on page 8: "Healthcare expenditures in the United States totaled $4.4 trillion in 2022
and are expected to reach $4.9 trillion in 2024;"
•on page 12: "Over $40 billion in annual U.S. health care spending is attributed to
hospital readmissions, and home health care can reduce 365-day post-discharge costs
by more than $6,000 per patient;"
•on page 19: "Seniors over the age of 65 are expected to grow at three percent a year
by 2030, and the population size of people over age 85 is expected to double by
2040;"
•on page 19: "There is an estimated six percent growth rate in the number of Seniors

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needing supportive care services, and 70% of adults over the age of 65 will need
assistance at some point;"
•on page 19: "Hospice services are projected to grow at seven to eight percent per
year, and neuro rehab services are estimated to grow at eight percent per year;" and
•on page 19: "Reimbursement rates for hospice services have increased by 2.0% on
average per year since 2014, while home health spending in the U.S. is projected to
increase by eight percent per year through at least 2028."
8.We note your reference to "excellent" and "world class" Net Promoter Scores. Here or
elsewhere in the prospectus, please briefly explain what Net Promoter Scores are and how
they are calculated. Please explain the criteria for "excellent" and "world class" ratings.
Additionally, please explain why you have multiple different NPS ratings and if these
reflect ratings at different times or for different aspects of your business.
9.We refer to your statement that you "provide home-based primary care, which is
associated with a 50% reduction in hospitalization rate and a 20% reduction in emergency
room visits." Please expand on this statement to explain what the baseline comparison is
for these percentage reductions and what the association is between home-based primary
care and these reductions. Additionally, please revise to attribute or otherwise explain the
basis for these statements.
10.We note your statement that you "reduce the cost of long-term care for Behavioral patients
by over $100,000 per year." Please revise to explain the baseline used for this
comparison.
11.We refer to your statement that "These pharmacy services optimally manage medication
regimens and drug utilization and minimize adverse medical effects, which reduce drug
spending and help to capture potentially up to $2,400 in savings from increased
medication adherence." Please explain how the $2,400 in potential savings is calculated, if
it is a maximum potential benefit and the applicable timeframe for the savings (annual,
lifetime, etc.).
12.We note your statement that you have "six-month line of sight on approximately 76% of
our service volume and 69% line of sight on our service volume over a year." Please
explain what line of sight means in this context.
13.Please provide data concerning your peers or your industry for all statements of
comparison. For example, we note without limitation your statements:
•on page 3: "We manage one of the nation’s largest independent platforms of both
pharmacy and provider services offered on a daily basis in home and community
settings;"
•on page 3: "We are one of the largest independent providers of home and community-
based health services in the United States;"
•on page 5: "We achieve hospitalization rates that are 30% lower than the national
average in home-based primary care;"
•on page 6: "As a result, and for example, our client and patient and associated family

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satisfaction scores are 99% for outpatient rehab services, 95% for home infusion
patients, 81% per Home Health CAHPS, which is higher than the national average;"
•on page 10: "Our best-in-class pharmacy support...;"
•on page 11: "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;"
•on page 13: "we believe that our nurse-to-patient visit frequency and staffing ratio is
well above industry averages;"
•on pages 18-19: "While we have leading share and scale in a number of our patient
services settings...;" and
•on page 141: "we drive sales and marketing best practices across all geographies to
drive referral and volume growth rates that are generally and consistently above
market growth rates."
14.We note that you mention various ratings and scores. Please revise to further describe
what these are and how they are calculated. For example, we note your statements:
•on page 2: "We achieve 99% patient satisfaction in our outpatient rehab services, an
84% overall rating of care in hospice...;"
•on page 5: "We achieve … an 84% overall rating of care in hospice, and four stars
(out of five) in the Consumer Assessment of Healthcare Providers and Systems, or
CAHPS, home health patient survey ratings;"
•on page 6: "As a result, and for example, our client and patient and associated family
satisfaction scores are 99% for outpatient rehab services, 95% for home infusion
patients, 81% per Home Health CAHPS, which is higher than the national average,
84% for Hospice CAHPS, and Seniors and Behavioral supportive care clients and
families (or guardians) report an average satisfaction score of over 4 (out of 5);"
•on page 11: "Our customer service and quality metrics are best-in-class as compared
to peers, such as … 96.9% overall Medication Possession Ratio, or MPR;" and
•on page13: "We have an 8.8 Hospice Care Index, or HCI, score…"
Our Value Proposition, page 5
15.We note your statement that your "pace of acquisitions has been consistent, with 12, 12,
and 6 deals completed each year in 2020, 2021, and 2022, respectively, and 2 deals
completed in the six months ended June 30, 2023." Please remove or revise the reference
to a consistent pace of acquisitions, as it appears the number of completed deals has
declined.
Pharmacy Solutions, page 10
16.We note your statement that "[i]n 2020, 2021, and 2022, as a testament to our leading
quality and service, we achieved “world-class” NPS scores of over 90, which also
triggered quality incentive payments." Please explain what these incentive payments are,
their general amount and by whom they were paid.

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Provider Services, page 12
17.We note your statement here that the provider services you provide "consist of clinical and
supportive care" and your statement on page 13 that "[y]our primary care clinicians
optimize clinical and care decisions as they see and manage both Seniors and Behavioral
(including I/DD) patients…" Please revise the description of your Provider Services
segment to clarify if you directly employ physicians who are providing healthcare services
to your patients or are otherwise practicing medicine. Please discuss applicable
government regulations and laws concerning the corporate practice of medicine and fee-
splitting and how such regulations apply to your business model, including any associated
risks and liabilities. Please also revise your Risk Factors and Business sections
accordingly.
Operational Excellence, page 15
18.We refer to your statement that "[i]n 2022, the implementation of our PMO-
led continuous improvement program over the past seven years at the enterprise level has
resulted in approximately $41.5 million of savings (in addition to annual efficiencies and
savings work throughout field operations)." Please explain how the $41.5 million of
savings is calculated, what baseline is being used for the comparison, and if this represents
an annual figure for 2022 or cumulative savings over a seven-year period.
Risk Factors
Risks Related to Our Business, page 32
19.We note that on page 52 you state: "While we maintain liability coverage that we believe
is appropriate given the nature and breadth of our operations, any claims against us in
excess of insurance limits, or multiple claims requiring us to pay deductibles, as well as
the potential impact on our brand or reputation as a result of being involved in any legal
proceedings, could have a material adverse impact on our business, results of operations
and financial condition" and on page 53 you state: "In addition, we self-insure for various
risks, including employment class actions, False Claims Act actions, adverse regulatory
actions, commercial contractual or commercial tort actions, and intellectual property
actions." Please revise these risk factors to clarify, as you do elsewhere, that you are self-
insured for a substantial portion of your general and professional liability, automobile,
workers’ compensation, and health benefit risk.
Security breaches, loss of data, and other disruptions could compromise sensitive business or
patient information..., page 50
20.We note your statement that "in March 2023, we experienced a ransomware attack that
resulted in a breach of more than 6 million individuals’ personal information (including
PHI); as a result of such incident, we notified the impacted individuals and applicable
regulators and are currently subject to a HHS Office for Civil Rights investigation, various
state regulatory investigations, and various lawsuits in connection with this incident."

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Please note whether you expect this ransomware attack and the associated investigations
and lawsuits could have a material impact on your business. Additionally, we note that in
general "you have been subject to HHS investigations with respect to data privacy and
security incidents involving PHI in the past" and that your "systems and those of [y]our
third-party service providers and business partners . . . have experienced, data or security
breaches, cyberattacks (including ransomware), acts of vandalism, computer viruses,
misplaced or lost data, human errors, or other similar events." Please revise as necessary
to ensure all material investigations and events are described aside from the March
2023 example.
Risk Factors
Risks Related to Our Regulatory Framework
Many states have CON laws or other regulatory provisions..., page 59
21.Please expand on this risk factor to discuss whether certificate of need laws or other
similar regulatory provisions have materially impacted your business to date and if you
expect them to have a material impact on your business going forward. For example,
please note if you have applied for, and, if so, whether you have been granted or denied, a
certificate of need in any of the states in which you currently operate or states into which
you have attempted to expand. If material, please quantify the percentage of your business
that relies upon certificates of need or other such state regulatory approvals.
Risks Related to Our Indebtedness
Our variable rate indebtedness subjects us to interest rate risk..., page 67
22.Please expand on this risk factor to discuss your interest rate swap agreements. In this
regard, we note your statement on page 129 that as of June 30, 2023, your debt
outstanding was $3.5 billion, of which $2.0 billion is fixe