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<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 4, 2026

Rebecca Fondell
Senior Vice President, Chief Accounting Officer
Driven Brands Holdings Inc.
440 South Church Street, Suite 700
Charlotte, North Carolina 28202

 Re: Driven Brands Holdings Inc.
 Form 10-K for Fiscal Year Ended December 28, 2024
 File No. 001-39898
Dear Rebecca Fondell:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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 drivenseccommentletterre

 January 5, 2026 VIA EDGAR Angela Lumley Blaise Rhodes U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Driven Brands Holdings Inc. Form 10-K for Fiscal Year Ended December 28, 2024 Form 10-Q for Fiscal Quarter Ended September 27, 2025 File No. 001-39898 Dear Ms. Lumley and Mr. Rhodes: On behalf of Driven Brands Holdings Inc. (“Driven Brands,” the “Company,” “we,” or “our”), we are responding to the comment letter, dated December 11, 2025, that we received from the staff of the Securities and Exchange Commission (the “Staff”) relating to the above-referenced filings with the Securities and Exchange Commission (“SEC”). To facilitate your review, we have reproduced the text of the Staff’s comment in italics below, followed by the Company’s response to each comment. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Company’s Form 10-K. Form 10-Q for Fiscal Quarter Ended September 27, 2025 Notes to Consolidated Financial Statements (unaudited) Note 2 - Summary of Significant Accounting Policies Basis of Presentation, page 10 1. Please provide an analysis, both qualitative and quantitative, to support your assertion that the adjustments you recorded during the quarter ended September 27, 2025 were not material to any current or prior period financial statements. In doing so, also describe the nature and amounts of each error being corrected and consider the impact of the errors individually and in the aggregate on each quarterly period. Refer to SAB Topics 1.M and 1.N. Please provide us with a detailed discussion of why adjustments for items that originated in prior periods appear to be occurring on a regular basis, the earliest period of adjustments being fiscal year 2020 as noted in our comment letter dated November 7, 2023. In addition,

 2 please tell us how the discovery and correction of these errors are being considered in your analysis of internal controls. Driven Brands Response: We acknowledge the Staff’s request for our analysis related to the materiality of our adjustments recorded during the quarterly period ended September 27, 2025 (“Q3 2025”), and reflected in our Form 10-Q (“Q3 2025 10-Q”). In conducting our analysis, we followed the requirements under Accounting Standards Codification Topic 250, Accounting Changes and Error Corrections (“ASC Topic 250”), including paragraph 250-10-45-27, with regards to determining materiality for the purpose of reporting the correction of an error for both the interim and annual periods presented. Further, in connection with the filing of the Q3 2025 10-Q, we conducted a quantitative and qualitative assessment of the errors discussed below based on the guidance set forth in SEC Staff Accounting Bulletin Topic 1.M, Materiality (“SAB 1.M”), and Staff Accounting Bulletin Topic 1.N, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB 1.N”), and determined that their effects on the Company’s consolidated financial statements for the relevant prior periods were not material. I. Errors We identified errors in the Company’s consolidated financial statements when preparing the quarterly financial statements for the Q3 2025 10-Q. The errors had an aggregate impact of $5.7 million on both Operating income and Income before tax from continuing operations and a $1.1 million impact on Net income from continuing operations as presented in the Q3 2025 Statement of Operations. An overview of the nature of the errors is provided below, and the materiality analysis follows in Section II. A. Disposal of Fixed Assets During the last week of 2024, the Company closed on a sale leaseback portfolio transaction. Due to the timing of the transaction, an entry was recorded within our consolidation system to properly account for the asset write-off in December 2024 rather than disposing of the assets within the related subledgers within Oracle ERP. During the first quarter of 2025 (“Q1 2025”) and second quarter of 2025 (“Q2 2025”), the Company recorded the disposals within the fixed asset subledgers but did not appropriately reverse the original consolidation journal entry. During Q3 2025, the Company identified and recorded the reversing journal entry for $6.2 million. This error resulted in Selling, general, and administrative expenses (“SG&A”) being overstated during Q1 2025 and Q2 2025 by approximately $2.2 million and $3.9 million, respectively, and resulted in SG&A being understated by $6.2 million in Q3 2025 when the reversing journal entry was made. B. Leases To address a significant deficiency relating to leases identified in 2024, the Company has been continuing to enhance its controls relating to the Company’s lease accounting. In connection with this process, the Company identified certain ground leases that originated in prior periods beginning in 2023 and continuing through Q2 2025 where the lease had not been recorded at the time of lease commencement. During Q3 2025, the Company identified and recorded the impact of these leases, which resulted in the addition of approximately $9.9 million of right-of-use assets, $10.4 million of operating lease liabilities, and $0.5 million of operating lease expense within Company-operated store expenses relating to prior periods.

 3 C. Valuation Allowance In connection with the sale of the U.S. car wash business, the Company determined $3.1 million of deferred tax assets would not be utilized due to the structure of the sale and required a valuation allowance be established. The sale of this business occurred during Q2 2025, and the related income tax expense should have been recorded at the time of the sale; however, this expense was evaluated in Q3 2025 and corrected as an out-of-period adjustment in the quarter. D. Property Tax The Company appropriately expensed and remitted certain property taxes in the correct periods; however, the tax payment related to these properties that was paid in Q1 2025 ($3.6 million) was not applied to the property tax accrual in that period; this error was corrected in Q3 2025. There was no impact on the Statements of Operations for any period associated with this error. E. Accounts Receivable Payment Clearing The Company identified certain manual accounts receivable processes relating to payment clearing that were not timely completed relating to Q1 2025 and Q2 2025. During Q3 2025, the Company processed a total of $2.1 million relating to the impacted periods. As a result of the timing of these returns being processed, Accounts and notes receivable net was understated and Cash and cash equivalents was overstated by $0.4 million and $2.1 million as of Q1 2025 and Q2 2025, respectively. There was no impact on the Statements of Operations for any period associated with this error. II. Materiality Analysis Under SAB 1.M Based on the assessment of quantitative and qualitative factors under applicable guidance (which is presented below), the Company concluded that the errors in the Company’s consolidated financial statements when preparing the quarterly financial statements for the Q3 2025 10-Q were not material individually or in the aggregate in relation to any prior period financial statements or to the Q3 2025 financial statements. A. Quantitative Analysis The quantitative impact of the errors is reviewed below. Our assessment addresses errors that were identified and corrected in Q3 2025. 1. Statement of Operations The following table summarizes the individual and aggregate quantitative impact of the errors identified and corrected in Q3 2025 on the prior periods and Q3 2025 with respect to the primary financial statement

 4 line items in the Statement of Operations that were impacted: (1) Operating income, (2) Income before tax from continuing operations, and (3) Net income from continuing operations.1, 2 ($ amounts in thousands) Q1 2025 Q2 2025 Q3 2025 Q3 2025 YTD Operating income $61,265 $38,112 $61,936 $161,313 Income before tax from continuing operations $24,521 $18,950 $39,203 $82,674 Net income from continuing operations $17,490 $11,809 $60,862 $90,161 Disposal of Fixed Assets Error (A) $2,240 $3,930 $(6,170) - % of Operating income 4% 10% 10% -% % of Income before tax from continuing operations 9% 21% 16% -% % of Net income from continuing operations3 10% 25% 8% -% Leases Error (B) $(146) $(102) $495 $247 % of Operating income (Loss) <1% <1% <1% <1% % of Income before tax from continuing operations <1% <1% 1% <1% % of Net income from continuing operations3 <1% <1% <1% <1% Valuation Allowance Error (C) - (3,103) 3,103 - % of Operating income -% -% -% -% % of Income before tax from continuing operations -% -% -% -% % of Net income from continuing operations -% 26% 5% -% Aggregate Pre-Tax Errors (A + B) $2,094 $3,828 $(5,675) $247 Aggregate Post-Tax Errors (A + B + C) $1,560 $(251) $(1,125) $184 % of Operating income 3% 10% 9% <1% % of Income before tax from continuing operations 9% 20% 14% <1% % of Net income from continuing operations 9% 2% 2% <1% 1 SG&A was the primary line item in the Statement of Operations impacted by the errors within the 2025 interim periods. In each of these periods, the impact to SG&A was 4% or less on both an individual and aggregate basis. 2 The Company has excluded the Property Tax and Accounts Receivable Payment Clearing Errors from this table as these errors did not impact the Statement of Operations. In addition, periods prior to 2025 are not included in the chart above because the only error that impacted such periods is the Lease Error, and this error only impacted interim periods beginning in the third quarter of 2023 and in each interim period in 2024 in a cumulative amount of $0.2 million. 3 Includes the estimated tax impact assuming a 25.5% statutory tax rate.

 5 With respect to the interim periods, we have considered the impact of the errors reported in Operating income and Income before tax from continuing operations, noting certain adjustments individually and in the aggregate are greater than 10%. We determined that the impact of the errors to these prior periods was not material because in absolute dollar amounts the Company’s Operating expenses range from $455 million to $513 million during the impacted interim periods, while these errors amounted to $6 million of such Operating Expenses in each period. In addition, the Company focused on the following in considering these impacts:  The Q3 2025 year-to-date impacts were immaterial in both absolute dollar amounts and as a percentage of key financial statement metrics. The impact of the applicable errors to the Statements of Operations had a less than 1% impact on each of (1) Operating income, (2) Income before tax from continuing operations, and (3) Net income from continuing operations. Similarly, the impact of the applicable errors had less than a 1% impact on each of Current Assets, Total Assets, Current Liabilities, and Total Liabilities on each prior Balance Sheet date (including the Q3 2025 Balance Sheet) as outlined in the table below.  Further, although impacts to some of the financial statement line items during certain prior quarters were greater than 10%, guidance has noted that the evaluation of materiality in an interim period should reflect the perspective of a “reasonable investor, not whether an interim period is a discrete period, an integral part of an annual period, or some combination of both.”4 In addition: o During Q2 2025, the Company recorded (1) a non-recurring charge of $17 million relating to the fair value of a sellers note assumed with the sale of the U.S. car wash business and (2) a $12.2 million loss on foreign currency translation. Excluding these impacts, the errors would have impacted Operating income, Income before taxes from continuing operations, and Net income from continuing operations by less than 7%, 8%, and 1%, respectively. Additionally, if these impacts are excluded, each of the individual errors accounts for a less than 10% impact on each of Operating income, Income before taxes from continuing operations, and Net income from continuing operations, respectively. o During Q1 2025, the Company recorded a $7 million impairment. Excluding this impact, the errors would have impacted Operating income, Income before taxes from continuing operations, and Net income from continuing operations by 3%, 7%, and 7%, respectively.  The Company considered and concluded the impact of the errors was immaterial to projected full year 2025 Net income from continuing operations as of Q3 2025. The impact of the errors was less than 1% of projected full year 2025 Net income from continuing operations as of Q3 2025.  When considering the quarterly and year-to-date impacts of the errors presented below—and consistent with SAB 1.M’s focus on whether information is “material to users of a registrant’s financial statements”—we reviewed the errors on the financial measures that analysts focus on, which are (1) Revenue, (2) Adjusted EBITDA, and (3) Adjusted EPS, and found these errors to be immaterial: 4 See Advisory Committee on Improvements to Financial Reporting (“ACIFR”) — Draft Final Report, July 11, 2008, at 93, available at http://www.sec.gov/about/offices/oca/acifr/acifr-dfr-071108.pdf.

 6 o Revenue: No identified errors impact Revenue. o Adjusted EBITDA: Only the Leases error (B) impacts Adjusted EBITDA in any period. Outside of the period of correction (Q3 2025), the impact of the error is $0.1 million or less in each period and would not impact the Company’s ability to meet or fail to meet expectations in any individual period. The period of correction resulted in a decrease in Adjusted EBITDA of $0.5 million and did not impact the Company’s ability to meet analyst expectations. o Adjusted EPS: Only the Leases error (B) impacts Adjusted EPS in any period. Adjustments noted above in Adjusted EBITDA would be tax-impacted within our Adjusted Net Income calculation prior to calculating the impact to Adjusted EPS and would not change the Adjusted EPS amount presented during each of the periods.  For those misstatements that relate to prior periods and that have been corrected in the current period, we also evaluated the impact of these out-of-period misstatements on the respective financial statements when the errors originated individually and in the aggregate with other out-of- period adjustments made in prior periods (including impacts of other out-of-period adjustments) and determined that the impacts of such aggregated errors were not material individually or in the aggregate. 2. Balance Sheet The table below demonstrates that the effects of the errors are immaterial, both individually and in the aggregate, on a quantitative basis to the Balance Sheet at the end of each prior Balance Sheet date.5 ($ amounts in millions) Q4 2024 Q1 2025 Q2 2025 Q3 2025 Total Current Assets $657.4 $671.4 $736.7 $585.1 Property Tax Errors (D) - $(3.6) $(3.6) - --% of Total Current Assets -% <1% <1% -% Total Assets $5,261.8 $5,301.7 $4,283.5 $4,152.9 Disposal of Fixed Assets Errors (A) - $2.2 $6.2 - --% of Total Assets -% <1% <1% -% Leases Errors (B) $6.5 $9.2 $9.9 - --% of Total Assets <1% <1% <1% -% Property Tax Errors (D) - $(3.6) $(3.6) - --% of Total Current Assets -% <1% <1% -% Aggregate Errors (A + B + D) $6.5 $7.8 $12.5 - --% of Total Assets <1% <1% <1% -% Total Current Liabilities $433.9 $457.3 $661.1 $648.1 Leases Errors (B) $0.1 $0.2 $0.4 - --% of Total Current Liabilities <1% <1% <1% -% Property Tax Errors (D) - $(3.6) $(3.6) - 5 Errors associated with Leases (B) also impacted fiscal year 2023. The Company has not disclosed Balance Sheet information relating to fiscal year 2023 within the Company’s unaudited financial statements; however, based on management’s internal calculations, the impact of appro

CORRESP
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 drvn-extensionrequest121

 December 16, 2025 VIA EDGAR Blaise Rhodes U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Driven Brands Holdings Inc. Form 10-K for the Fiscal Year Ended December 28, 2024 Form 10-Q for Fiscal Quarter Ended September 27, 2025 File No. 001-39898 Dear Mr. Rhodes: On behalf of Driven Brands Holdings Inc. (the “Company”), we acknowledge receipt of the comment letter, dated December 11, 2025, from the staff of the Securities and Exchange Commission (the “Staff”) relating to the above-referenced filings with the Securities and Exchange Commission. The comment letter requests that the Company respond within ten business days or inform the Staff when the Company will respond. As our counsel communicated with you on December 15, 2025, we hereby request an extension to respond by no later than January 5, 2026. This extension will allow time to prepare the response to the comment letter and related internal review, particularly given that the response will be prepared during the holiday season. Thank you for the consideration of our request for an extension. Should you have any further questions on the above, please do not hesitate to contact me at Rebecca.Fondell@drivenbrands.com. Sincerely, /s/ Rebecca Fondell Rebecca Fondell Chief Accounting Officer cc: Angela Lumley, U.S. Securities and Exchange Commission

December 11, 2025
Rebecca Fondell
Senior Vice President, Chief Accounting Officer
Driven Brands Holdings Inc.
440 South Church Street, Suite 700
Charlotte, North Carolina 28202
Re:Driven Brands Holdings Inc.
Form 10-K for Fiscal Year Ended December 28, 2024
Form 10-Q for Fiscal Quarter Ended September 27, 2025
File No. 001-39898
Dear Rebecca Fondell:
            We have reviewed your filings and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-Q for Fiscal Quarter Ended September 27, 2025
Notes to Consolidated Financial Statements (unaudited)
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation, page 10
1.Please provide an analysis, both qualitative and quantitative, to support your assertion
that the adjustments you recorded during the quarter ended September 27, 2025 were
not material to any current or prior period financial statements. In doing so, also
describe the nature and amounts of each error being corrected and consider the impact
of the errors individually and in the aggregate on each quarterly period. Refer to SAB
Topics 1.M and 1.N.

Please provide us with a detailed discussion of why adjustments for items that
originated in prior periods appear to be occurring on a regular basis, the earliest period
of adjustments being fiscal year 2020 as noted in our comment letter dated November
7, 2023.  In addition, please tell us how the discovery and correction of these
errors are being considered in your analysis of internal controls.

December 11, 2025
Page 2
Form 10-K for Fiscal Year Ended December 28, 2024
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation, page 70
2.Please provide an analysis, both qualitative and quantitative, to support your assertion
that the adjustments you recorded during the year ended December 31, 2024 were not
material to any current or prior period financial statements. In doing so, also describe
the nature and amounts of each error being corrected and consider the impact of the
errors individually and in the aggregate on each quarterly and annual period. Refer to
SAB Topics 1.M and 1.N.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Blaise Rhodes at 202-551-3774 or Angela Lumley at 202-551-3398 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
January 12, 2024
Michael Beland
Chief Accounting Officer
Driven Brands Holdings Inc.
440 South Church Street, Suite 700
Charlotte, NC 28202
Re:Driven Brands Holdings Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
File No. 001-39898
Dear Michael Beland:
            We have completed our review of your filings. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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Response Letter

 January 10, 2024

VIA EDGAR

 Keira Nakada

Rufus Decker

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Trade &
Services

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Driven Brands Holdings Inc.

Form 10-K for the Fiscal Year Ended December 31, 2022

Item 2.02 Form 8-K Dated November 1, 2023

File No. 001-39898

Dear Ms. Nakada and Mr. Decker:

 On behalf of Driven Brands
Holdings Inc. (“Driven Brands,” the “Company,” “we,” or “our”), we are responding to the comment letter, dated December 27, 2023, that we received from the staff of the Securities and Exchange Commission
(the “Staff”) relating to the above-referenced filings with the Securities and Exchange Commission (“SEC”).

 To facilitate your
review, we have reproduced the text of the Staff’s comment in italics below, followed by the Company’s response to each comment. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Company’s
Form 10-K.

 Item 2.02 Form 8-K Dated November 1, 2023

 Exhibit 99.1

 Reconciliation of Non-GAAP Financial Measures, page 8

1.
 We read your response to prior comment 2. Removing the effects of the straight-line rent adjustment in
arriving at adjusted net income, adjusted earnings per share and adjusted EBITDA appears to substitute individually-tailored recognition and measurement methods for GAAP. Please no longer include this adjustment. Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

 Driven Brands
Response:

 We acknowledge the Staff’s comment regarding individually-tailored recognition and measurement methods, and we have referred to
Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. We advise the Staff that we regularly assess how we approach the treatment of adjustments to arrive at Adjusted Net
Income, Adjusted Earnings Per Share (“Adjusted EPS”) and Adjusted EBITDA (collectively, the “Non-GAAP Metrics”). In light of the Staff’s comment and our regular assessment of
adjustments, we will modify our presentation of each of the Non-GAAP Metrics to discontinue making adjustments for straight-line rent expense.

As our counsel communicated on January 4, 2024, we plan to announce this upcoming modification as part of our earnings release and earnings call for the
fiscal year ended December 30, 2023. At that time, we also expect to address investor and analyst inquiries about these modifications in adjustments on a go-forward basis.

Specifically, our plan for the earnings release and earnings call for the fiscal year ended December 30, 2023 is the following:

•

 Report the Non-GAAP Metrics for fiscal 2023 and the quarter ended
December 30, 2023 using our historical methodology (the “Historical Approach”); and

•

 disclose the modifications to the adjustments to the Non-GAAP Metrics
under the revised methodology (the “Revised Approach”), which will include:

•

 revising the footnote that accompanies disclosure of the Historical Approach
Non-GAAP Metrics to (1) indicate that the Company will discontinue making adjustments for straight-line rent expense to these Non-GAAP Metrics going forward and
(2) direct readers to the information presented in the following bullet point; and

•

 presenting the Revised Approach Non-GAAP Metrics in the reconciliation
section of our earnings release for the fiscal year ended December 30, 2023 (in addition to presenting the Historical Approach Non-GAAP Metrics).

We also anticipate disclosing guidance for fiscal 2024, which includes Adjusted EBITDA and Adjusted EPS, based only on the Revised Approach.

 We believe that updating our Non-GAAP Metrics on this timeframe is
in the best interests of our stockholders, as it will help mitigate confusion of investors and analysts. Investors and analysts have used Historical Approach Non-GAAP Metrics in their financial models since
the Company’s initial public offering in 2021. In addition, we have provided guidance for the fiscal year ended December 30, 2023 in our prior earnings releases using the Historical Approach.

Accordingly, we believe that a more orderly transition will occur if the Company fully transitions its presentation to Revised Approach Non-GAAP Metrics starting with the fiscal 2023 Form 10-K. Further, the Company will continue to present the Revised Approach Non-GAAP
Metrics with the earnings release, earnings call, and Form 10-Q for the first quarter of fiscal 2024 and future disclosures.

For the Staff’s reference, set forth below is an illustrative example of how we propose to present the planned changes in the definitions to the Non-GAAP Metrics and the impacted reconciliations in the Form 8-K, Exhibit 99.1 for the fiscal year ended December 30, 2023:

Changes in non-GAAP Definitions and Fiscal 2024 Outlook

Beginning in fiscal 2024, the Company has made certain changes to its definitions for Adjusted Net Income, Adjusted Earnings per Share (“Adjusted
EPS”), and Adjusted Earnings Before Interest, Tax, Depreciation and Amortization (“Adjusted EBITDA”) that impact the comparability of the metrics to prior periods. Specifically, the Company will no longer include straight-line rent
adjustments in its non-GAAP adjustments. Accordingly, the Company’s 2024 Adjusted EBITDA and Adjusted EPS guidance reflects the Company’s updated definition of Adjusted EBITDA and Adjusted EPS. See
“Reconciliation of Non-GAAP Financial Measures” below for a reconciliation of the definitions prior to fiscal 2024 to allow for
like-for-like comparisons to the new definitions for all periods presented.

Net (Loss) Income to Adjusted Net Income and Adjusted Earnings Per Share (Unaudited)

Three months ended

Year Ended

(in thousands, except per share amounts)

December 30,
2023

December 31,
2022

December 30,
2023

December 31,
2022

 Net (loss) income

$
—

$
27,398

$
—

$
43,173

 Acquisition related costs(a)

—

5,323

—

15,304

 Non-core items and project costs, net(b)

—

16,805

—

20,241

 Straight-line rent adjustment(c)

—

3,435

—

14,965

 Cloud computing amortization(d)

—

—

—

—

 Equity-based compensation expense(e)

—

8,424

—

20,583

 Foreign currency transaction loss,
net(f)

—

(13,322
)

—

17,168

 Bad debt recovery(g)

—

—

—

(449
)

 Goodwill impairment(h)

—

—

—

—

 Trade name impairment(i)

—

—

—

125,450

 Asset sale leaseback (gain) loss, impairment and closed store expenses(j)

—

(8,835
)

—

(29,083
)

 Amortization related to acquired intangible
assets(k)

—

8,775

—

27,059

 Provision for uncertain tax
positions(l)

—

(224
)

—

(148
)

 Valuation allowance for deferred tax
asset(m)

3,051

3,051

 Adjusted net income before tax impact of adjustments

—

50,830

—

257,314

 Tax impact of adjustments(n)

—

(8,641
)

—

(49,437
)

 Adjusted net income

—

42,189

—

207,877

 Net loss attributable to non-controlling interest

—

—

—

(15
)

 Adjusted Net Income attributable to Driven Brands Holdings Inc., as defined through fiscal
2023

$
—

$
42,189

$
—

$
207,892

 Straight-line rent adjustment(c)

—

(3,435
)

—

(14,965
)

 Adjusted Net Income attributable to Driven Brands Holdings Inc., as defined beginning fiscal
2024

$
—

$
38,754

$
—

$
192,876

 Adjusted Earnings Per Share, as defined through fiscal 2023

 Basic1

$
—

$
0.25

$
—

$
1.25

 Diluted1

$
—

$
0.25

$
—

$
1.22

 Adjusted Earnings Per Share, as defined beginning fiscal 2024

 Basic1

$
—

$
0.23

$
—

$
1.18

 Diluted1

$
—

$
0.23

$
—

$
1.18

 Weighted average shares outstanding

 Basic

—

162,744

—

162,762

 Diluted

—

166,810

—

166,743

(1)
 Adjusted Earnings Per Share is calculated under the two-class method.
Under the two-class method, adjusted earnings per share is calculated using adjusted net income attributable to common shares, which is derived by reducing adjusted net income by the amount attributable to
participating securities. Adjusted Net Income attributable to participating securities used in the basic earnings per share calculation was $___ million and $___ million for the three months and year ended December 30, 2023, respectively, and
Adjusted Net Income attributable to participating securities used in the diluted earnings per share calculation was $___ million and $___ million for the three months and year ended December 30, 2023, respectively.

 2

 Net Income (Loss) to Adjusted EBITDA Reconciliation (Unaudited)

Three months ended

Year Ended

(in thousands)

December 30,
2023

December 31,
2022

December 30,
2023

December 31,
2022

 Net (loss) income

$
—

$
27,398

$
—

$
43,173

 Income tax (benefit) expense

—

16,575

—

25,167

 Interest expense, net

—

35,150

—

114,096

 Depreciation and amortization

—

39,528

—

147,156

 EBITDA

—

118,651

—

329,592

 Acquisition related costs(a)

—

5,323

—

15,304

 Non-core items and project costs, net(b)

—

16,805

—

20,241

 Straight-line rent adjustment(c)

—

3,435

—

14,965

 Cloud computing amortization(d)

—

—

—

—

 Equity-based compensation expense(e)

—

8,424

—

20,583

 Foreign currency transaction loss,
net(f)

—

(13,322
)

—

17,168

 Bad debt recovery(g)

—

—

—

—

 Goodwill impairment(h)

—

—

—

—

 Trade name impairment(i)

—

—

—

125,450

 Asset sale leaseback (gain) loss, impairment and closed store expenses(j)

—

(8,835
)

—

(29,083
)

 Adjusted EBITDA, as defined through fiscal 2023

$
—

$
130,481

$
—

$
513,771

 Straight-line rent adjustment(c)

—

(3,435
)

—

(14,965
)

 Adjusted EBITDA, as defined beginning fiscal 2024

$
—

$
127,046

$
—

$
498,806

 Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings Per Share Footnotes

(a)
 Consists of acquisition costs as reflected within the unaudited consolidated statements of operations,
including legal, consulting and other fees, and expenses incurred in connection with acquisitions completed during the applicable period, as well as inventory rationalization expenses incurred in connection with acquisitions. We expect to incur
similar costs in connection with other acquisitions in the future and, under U.S. GAAP, such costs relating to acquisitions are expensed as incurred and not capitalized.

(b)
 Consists of discrete items and project costs, including third party consulting and professional fees associated
with strategic transformation initiatives as well as non-recurring payroll-related costs.

(c)
 The non-cash portion of rent expense was adjusted for periods prior to
fiscal 2024. Beginning in fiscal 2024, such expenses will no longer be adjusted.

(d)
 Includes non-cash amortization expenses relating to the amortization of
cloud computing arrangements.

(e)
 Represents non-cash equity-based compensation expense.

(f)
 Represents foreign currency transaction (gains) losses, net that primarily related to the remeasurement of our
intercompany loans, which are partially offset by unrealized gains and losses on remeasurement of cross currency swaps and forward contracts.

(g)
 Represents the recovery of previously uncollectible receivables outside of normal operations.

(h)
 Relates to goodwill impairment charges within the Car Wash segment.

(i)
 Certain indefinite-lived Car Wash trade names were impaired as the Company elected to discontinue their use.

(j)
 Relates to (gains) losses, net on sale leasebacks, impairment of certain fixed assets and operating lease right-of-use assets related to closed and underperforming locations, assets held for sale, and lease exit costs and other costs associated with stores that were closed prior
to the respective lease termination dates.

(k)
 Consists of amortization related to acquired intangible assets as reflected within depreciation and
amortization in the unaudited consolidated statements of operations.

(l)
 Represents uncertain tax positions recorded for tax positions, inclusive of interest and penalties.

(m)
 Represents the establishment of a valuation allowance for certain deferred tax assets negatively impacted by
strategic transactions.

(n)
 Represents the tax impact of adjustments associated with the reconciling items between net income and Adjusted
Net Income, excluding the provision for uncertain tax positions. To determine the tax impact of the deductible reconciling items, we utilized statutory income tax rates ranging from 9% to 36% depending upon the tax attributes of each adjustment and
the applicable jurisdiction.

 *
*         *

 3

 Should you have any further questions on the above, please do not hesitate to contact me by email at
Michael.Beland@drivenbrands.com.

 Thank you for your assistance.

Sincerely,

 /s/ Michael Beland

Michael Beland

Chief Accounting Officer

cc:
 Gary W. Ferrera, Executive Vice President and Chief Financial Officer

Scott O’Melia, Executive Vice President, General Counsel, and Secretary

Andrew Fabens, Gibson, Dunn & Crutcher LLP

 4

United States securities and exchange commission logo
December 27, 2023
Michael Beland
Chief Accounting Officer
Driven Brands Holdings Inc.
440 South Church Street, Suite 700
Charlotte, NC 28202
Re:Driven Brands Holdings Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 2.02 Form 8-K Dated November 1, 2023
Response Dated December 14, 2023
File No. 001-39898
Dear Michael Beland:
            We have reviewed your December 14, 2023 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our November 7, 2023
letter.
Item 2.02 Form 8-K Dated November 1, 2023
Exhibit 99.1
Reconciliation of Non-GAAP Financial Measures, page 8
1.We read your response to prior comment 2. Removing the effects of the straight-line rent
adjustment in arriving at adjusted net income, adjusted earnings per share and adjusted
EBITDA appears to substitute individually-tailored recognition and measurement methods
for GAAP. Please no longer include this adjustment. Refer to Question 100.04 of the Non-
GAAP Financial Measures Compliance and Disclosure Interpretations.

 FirstName LastNameMichael Beland
 Comapany NameDriven Brands Holdings Inc.
 December 27, 2023 Page 2
 FirstName LastName
Michael Beland
Driven Brands Holdings Inc.
December 27, 2023
Page 2
            Please contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Response Letter

 December 14, 2023

VIA EDGAR

 Keira Nakada

Rufus Decker

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Trade &
Services

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Driven Brands Holdings Inc.

Form 10-K for the Fiscal Year Ended December 31, 2022

Item 2.02 Form 8-K Dated November 1, 2023

File No. 001-39898

Dear Ms. Nakada and Mr. Decker:

 On behalf of Driven Brands
Holdings Inc. (“Driven Brands,” the “Company,” “we,” or “our”), we are responding to the comment letter, dated November 7, 2023, that we received from the staff of the Securities and Exchange Commission
(the “Staff”) relating to the above-referenced filings with the Securities and Exchange Commission (“SEC”).

 To facilitate your
review, we have reproduced the text of the Staff’s comment in italics below, followed by the Company’s response to each comment. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Company’s
Form 10-K.

 FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2022

 CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION, PAGE 71

1.
 Please provide an analysis to support your assertion that the adjustments you recorded during the
quarterly period ended December 31, 2022 were not material to any prior period financial statements. In doing so, also describe the nature and amounts of each error being corrected and consider the impact of the errors individually and in the
aggregate on each prior period. Refer to SAB Topics 1.M and 1.N.

 Driven Brands Response:

We acknowledge the Staff’s request for our analysis related to the materiality of our adjustments recorded during the quarterly period ended
December 31, 2022, and reflected in our Form 10-K for the fiscal year ended 2022 (“2022 Form 10-K”). In conducting our analysis, we followed the
requirements under Accounting Standards Codification Topic 250, Accounting Changes and Error Corrections, including paragraph
250-10-45-27, with regards to determining materiality for the purpose of reporting the correction of an error for both the
interim and annual periods presented. Further, in connection with the filing of the 2022 Form 10-K, we conducted a quantitative and qualitative assessment of the errors discussed below based on the guidance
set forth in SEC Staff Accounting Bulletin Topic 1.M, Materiality (“SAB 1.M”), and Staff Accounting Bulletin Topic 1.N, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year
Financial Statements (“SAB 1.N”), and determined that their effects on the Company’s consolidated financial statements for the relevant prior periods were not material.

I.
 Errors

We identified the following three categories of errors (the “errors”) in the Company’s consolidated financial statements when preparing the
fiscal year 2022 financial statements. The errors had an aggregate impact of $3.7 million on both Operating Income (Loss) and Profit (Loss) before Income Taxes as presented in our fiscal year ended December 31, 2022 (“fiscal year
2022”) Statement of Operations. An overview of the nature of the errors is provided below, and the materiality analysis follows in Section II.

A.
 2022 Software Projects Errors

The Company initiated several significant software projects in 2022, one of which related to the Oracle Cloud ERP implementation that began in May 2022.
Management identified a total of $2.0 million in internal labor cost that should have been capitalized but which had been expensed in the first three quarters of fiscal year 2022 (the “2022 Software Projects errors”). The 2022
Software Projects errors did not impact the fiscal year 2022 Statement of Operations.

B.
 Reconciliation Errors

The Company identified a significant control deficiency related to balance sheet reconciliations in 2021. To address this significant control deficiency, the
Company implemented a new financial reporting enterprise software, BlackLine, in the fourth quarter of 2021 to facilitate the preparation and review of balance sheet account reconciliations on a more timely basis. During the year-end reconciliation process for fiscal year 2022, the Company identified certain aged items within several balance sheet accounts that could not be supported.

 2

 The Company corrected the errors (collectively, the “Reconciliation errors”), which resulted in an
increase to Operating Income in the fourth quarter 2022. Management assessed the impact of the aged items as if they had been written off in the periods they were first identified as reconciling items. The out-of-period Reconciliation errors had a $3.7 million increase to both Operating Income (Loss) and Profit (Loss) before Income Taxes as presented in the fiscal year 2022 Statement of Operations.

C.
 Classifications Errors

In connection with management’s review of the balance sheet account reconciliations, management identified certain accounts that were not appropriately
classified on the Balance Sheet. These classification errors (“the Classification errors”) did not have an impact on the Company’s Statement of Operations. With respect to the Balance Sheet, the Company concluded that the
Classification errors were immaterial, as discussed in further detail in Part II.A.2 below.

II.
 Materiality Analysis Under SAB 1.M

Based on the assessment of quantitative and qualitative factors under applicable guidance, the Company concluded that the errors were not material individually
or in the aggregate in relation to any prior period financial statements or to the fiscal year 2022 financial statements.

A.
 Quantitative Analysis

The quantitative impact of the errors is reviewed below.

1.
 Statement of Operations

The following table summarizes the individual and aggregate quantitative impact of the errors on the prior periods and on fiscal year 2022 with respect to the
primary financial statement line items in the Statement of Operations that were impacted: (1) Operating Income (Loss) and (2) Profit (Loss) before Income Taxes.1

1
 SG&A expense was the primary line item in the Statement of Operations impacted by the errors for fiscal
year 2022 and each of the effected periods. In each of these periods, the impact to SG&A expense was less than 2% on both an individual and aggregate basis. We also considered the impacts of passed adjustments, both individually and in the
aggregate, when conducting our materiality assessment in connection with the filing of the 2022 Form 10-K.

 3

 ($ amounts in thousands)

Fiscal
Year 20202

Fiscal
Year 20212

Q1
2022

Q2
2022

Q3
2022

Fiscal
Year 2022

 Operating Income (Loss)

$
94,729

$
177,065

$
73,720

$
(35,685
)

$
95,768

$
199,604

 Profit (Loss) before Income Taxes

$
7,156

$
34,892

$
47,396

$
(75,892
)

$
52,863

$
68,340

 2022 Software Projects Errors (A)

0

0

$
(358
)

$
(537
)

$
(1,073
)

0

 % of Operating Income (Loss)

0
%

0
%

<1
%

2
%

1
%

0
%

 % of Profit (Loss) before Income Taxes

0
%

0
%

<1
%

<1
%

2
%

0
%

 Reconciliation Errors (B)

(66
)

$
(3,667
)

$
(665
)

$
(707
)

$
(404
)

$
3,733

 % of Operating Income (Loss)

<1
%

2
%

<1
%

2
%

<1
%

2
%

 % of Profit (Loss) before Income Taxes

<1
%

11
%

1
%

<1
%

<1
%

5
%

 Aggregate Errors (A + B)

$
(66
)

$
(3,667
)

$
(1,023
)

$
(1,244
)

$
(1,477
)

$
3,733

 % of Operating Income (Loss)

<1
%

2
%

1
%

3
%

2
%

2
%

 % of Profit (Loss) before Income Taxes

<1
%

11
%

2
%

2
%

3
%

5
%

 The Classification errors did not impact Statements of Operations during any of these
periods.

•

 With respect to the Q1 to Q3 interim periods in 2022, the errors impacted the amounts reported in Operating
Income (Loss) and Profit (Loss) before Income Taxes by 2% or less on an individual basis. With respect to these same interim periods, the errors impacted the amounts reported in Operating Income (Loss) and Profit (Loss) before Income Taxes by 3% or
less on an aggregate basis.

•

 With respect to fiscal year 2022, the errors impacted the amounts reported in Operating Income (Loss) and Profit
(Loss) before Income Taxes by 5% or less on an individual basis, and by 2% and 5%, respectively, on an aggregated basis.

•

 With respect to these impacts, we note that the amount reported in Profit (Loss) before Income Taxes for fiscal
year 2022 was significantly lower due to an impairment charge recorded during the second quarter of 2022 relating to indefinite-lived tradenames of $125.5 million. Excluding the impairment charge, the Reconciliation errors would have impacted
Profit (Loss) before Income Taxes for fiscal year 2022 by less than 2%.

•

 With respect to fiscal year 2021, the errors impacted the amounts reported in Operating Income (Loss) and Profit
(Loss) before Income Taxes by 2% or less on an individual and aggregate basis, with the exception of the Reconciliation errors which impacted reported Profit (Loss) before Income Taxes by approximately 11%.

2
 The individual and aggregate impacts of the errors were de minimis in the interim periods of 2020 and the
impacts of the errors in the interim periods of 2021 were less than 5% with respect to both Operating Income (Loss) and Profit (Loss) before Income Taxes; therefore, the respective interim periods are not shown in this summary chart.

 4

•

 With respect to these impacts, we note that the amount reported in Profit (Loss) before Income Taxes for fiscal
year 2021 was significantly lower due to a non-recurring charge of $45.6 million for loss on debt extinguishment, which was due to the write-off of debt issuance
costs and prepayment penalties associated with early termination of debt. Excluding the debt extinguishment loss, the Reconciliation errors would have impacted Profit (Loss) before Income Taxes by less than 5% on both an individual and an aggregated
basis.

•

 Also, we determined that the impact of the Reconciliation errors to these prior periods was not material because
in absolute dollar amounts, the Company’s Operating Expenses exceeded $1 billion in both fiscal years 2021 and 2022, and these errors amounted to less than $4 million of such Operating Expenses in each period.

In addition, when considering these impacts—and consistent with SAB 1.M’s focus on whether information is “material to users of a
registrant’s financial statements”—we reviewed the errors on the financial measures that analysts focus on, which are (1) Revenue, (2) Adjusted EBITDA, and (3) Adjusted EPS.

As shown below, with respect to Revenue and Adjusted EBITDA, the errors had an aggregate impact of 1% or less in each prior period. Further, with respect to
Adjusted EPS, after adjusting for the impact of the errors, the Company still would have met consensus analyst expectations in each of the prior periods.

 Financial Metric

Guidance

Analyst
Consensus

Results with
Error
Corrections (A)

Results without
Error Corrections
(B)

Percentage Change
(A vs. B)

 Q3 2022

 Revenue

N/A

$
493 million

$
516.1 million

$
516.6 million

<1
%

 Adjusted EBITDA

N/A

$
121 million

$
131.0 million

$
129.4 million

1
%

 Adjusted EPS

N/A

$
0.27

$
0.33

$
0.32

 Q2 2022

 Revenue

N/A

$
482 million

$
508.2 million

$
508.6 million

0
%

 Adjusted EBITDA

N/A

$
125 million

$
136.7 million

$
135.4 million

<1
%

 Adjusted EPS

N/A

$
0.29

$
0.36

$
0.35

 Q1 2022

 Revenue

N/A

$
434 million

$
467.9 million

$
468.3 million

<1
%

 Adjusted EBITDA

N/A

$
105 million

$
119.6 million

$
118.5 million

<1
%

 Adjusted EPS

N/A

$
0.21

$
0.29

$
0.28

 Fiscal Year 2021

 Revenue

$
1.4 billion

$
1.3 billion

$
1.468 billion

$
1.467 billion

<1
%

 Adjusted EBITDA

$
350 million

$
302 million

$
365.7 million

$
361.7 million

1
%

 Adjusted EPS

$
0.84

$
0.58

$
0.90

$
0.88

 Fiscal Year 2020

 Revenue

N/A

N/A

$
905 million

$
904 million

<1
%

 Adjusted EBITDA

N/A

N/A

$
206.1 million

$
205.4 million

<1
%

 Adjusted EPS

N/A

N/A

$
0.43

$
0.42

 5

2.
 Balance Sheet

The table below demonstrates that the effects of the errors are immaterial on a quantitative basis to the Balance Sheet at the end of each prior Balance Sheet
date.

 ($ amounts in millions)

Q4 2020

Q4 2021

Q1 2022

Q2 2022

Q3 2022

 Total Current Assets

$
373.7

$
768.9

$
538.4

$
541.9

$
521.7

 Reconciliation Errors (B)

$
(1.4
)

$
(2.4
)

$
(2.6
)

$
(2.7
)

$
(2.8
)

 —% of Total Current Assets

<1
%

<1
%

<1
%

<1
%

<1
%

 Classification Errors (C)

0

0

$
5.2

$
5.1

$
7.1

 —% of Total Current Assets

0
%

0
%

1
%

<1
%

1
%

 Aggregate Errors

$
(1.4
)

$
(2.4
)

$
2.6

$
2.4

$
4.3

 —% of Total Current Assets

<1
%

<1
%

<1
%

<1
%

<1
%

 Total Assets

4,655.2

$
5,857.4

$
5,878.1

$
5,913.3

$
6,122.7

 Software Projects Errors (A)

0

0

$
0.4

$
0.9

$
2.0

 —% of Total Assets

0
%

0
%

<1
%

<1
%

<1
%

 Reconciliation Errors (B)

$
(4.3
)

$
(6.0
)

$
(6.4
)

$
(6.6
)

$
(6.9
)

 —% of Total Assets

<1
%

<1
%

<1
%

<1
%

<1
%

 Classification Errors (C)

0

0

$
0.5

$
6.8

$
24.9

 —% of Total Assets

0
%

0
%

<1
%

<1
%

<1
%

 Aggregate Errors (A+B+C)

$
(4.3
)

$
(6.0
)

$
(5.5
)

$
1.1

$
20.0

 —% of Total Assets

<1
%

<1
%

<1
%

<1
%

<1
%

 Total Current Liabilities

$
305.4

$
477.8

$
424.1

$
477.3

$
468.7

 Reconciliation Errors (B)

$
(1.4
)

$
(4.2
)

$
(4.9
)

$
(5.6
)

$
(6.0
)

 —% of Total Current Liabilities

<1
%

<1
%

1
%

1
%

1
%

 Classification Errors (C)

0

0

$
11.3

$
16.3

$
35.0

 —% of Total Current Liabilities

0
%

0
%

3
%

3
%

8
%

 Aggregate Errors (B+C)

$
(1.4
)

$
(4.2
)

$
6.4

$
10.7

$
29.0

 —% of Total Current Liabilities

<1
%

1
%

2
%

2
%

6
%

 Total Liabilities

$
3,548.8

$
4,212.1

$
4,200.0

$
4,329.9

$
4,557.7

 Reconciliation Errors (B)

$
(4.0
)

$
(9.3
)

$
(10.3
)

$
(11.3
)

$
(12.0
)

 —% of Total Liabilities

<1
%

<1
%

<1
%

<1
%

<1
%

 Classification Errors (C)

0

0

$
0.5

$
6.8

$
24.9

 —% of Total Liabilities

0
%

0
%

<1
%

<1
%

<1
%

 Aggregate Errors (B+C)

$
(4.0
)

$
(9.3
)

$
(9.8
)

$
(4.5
)

$
12.9

 —% of Total Liabilities

<1
%

<1
%

<1
%

<1
%

<1
%

 6

•

 On an individual basis, the errors had less than a 4% impact on Total Current Liabilities, less than a 2%
impact on Total Current Assets, and less than a 1% impact on each of Total Assets and Total Liabilities on each prior Balance Sheet date – with the exception of an 8% impact on Total Current Liabilities in Q3 2022 due to the
Classification errors.

•

 With respect to the impact of the Classification errors on Total Current Liabilities in Q3 2022, a significant
portion of the impact related to an error in recording the deferred consideration for a business acquired in the quarter that had no impact on any other prior period. Further, the total consideration transferred, including the deferred
consideration, was appropriately disclosed in Footnote 3 of the Q3 2022 Form 10-Q. Additionally, the error did not impact any of the Financial Metrics discussed within Section II.A.1 above.

•

 Other than the 6% aggregate impact of the errors on Total Current Liabilities in Q3 2022 (which was driven by the
impact of the Classification errors discussed above), on an aggregate basis, the Balance Sheet items reflected above were impacted by less than 3% in each prior period.

As demonstrated in the analysis above, and consistent with SAB 1.M’s focus on whether information is “material to users of a registrant’s
financial statements, the Company concluded that the errors to the Balance Sheet discussed above were not material, individually or in the aggregate.

B.
 Qualitative Analysis

Our assessment of the qualitative factors also supported our conclusion that the effects of the errors on the Company’s consolidated financial statements
for the prior periods were not material.

 SAB 1.M states that a misstatement is material if, “in the light of surrounding circumstances, the
magnitude of

CORRESP
1
filename1.htm

CORRESP

 December 7, 2023

VIA EDGAR

 Keira Nakada

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Trade & Services

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
 Driven Brands Holdings Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2022

 Item 2.02 Form 8-K Dated November 1, 2023

 File No. 001-39898

Dear Ms. Nakada:

 On behalf of Driven Brands Holdings Inc. (the
“Company”), we acknowledge receipt of the comment letter, dated November 7, 2023, from the staff of the Securities and Exchange Commission (the “Staff”) relating to the above-referenced filings with the Securities and
Exchange Commission.

 The comment letter requests that the Company respond within ten business days or inform the Staff when the Company will respond. As
our counsel communicated with you on December 6, 2023, we hereby request an additional extension to respond by no later than December 14, 2023. This additional time will enable the necessary internal review related to the Company’s
response to the comment letter.

 Thank you for the consideration of our request for an extension. Should you have any further questions on the above,
please do not hesitate to contact me at (504) 813-8022, or by email at Michael.Beland@drivenbrands.com.

Sincerely,

/s/ Michael Beland

Michael Beland

Chief Accounting Officer

cc:
 Rufus Decker, U.S. Securities and Exchange Commission

United States securities and exchange commission logo
November 7, 2023
Michael Beland
Chief Accounting Officer
Driven Brands Holdings Inc.
440 South Church Street, Suite 700
Charlotte, NC 28202
Re:Driven Brands Holdings Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 2.02 Form 8-K Dated November 1, 2023
File No. 001-39898
Dear Michael Beland:
            We have reviewed your filings and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation, page 71
1.Please provide an analysis to support your assertion that the adjustments you recorded
during the quarterly period ended December 31, 2022 were not material to any prior
period financial statements. In doing so, also describe the nature and amounts of each
error being corrected and consider the impact of the errors individually and in the
aggregate on each prior period. Refer to SAB Topics 1.M and 1.N.
Item 2.02 Form 8-K Dated November 1, 2023
Exhibit 99.1
Reconciliation of Non-GAAP Financial Measures, page 8
2.Please tell us how you determined that removing the effects of the straight-line rent
adjustment in arriving at adjusted net income, adjusted earnings per share and adjusted

 FirstName LastNameMichael Beland
 Comapany NameDriven Brands Holdings Inc.
 November 7, 2023 Page 2
 FirstName LastName
Michael Beland
Driven Brands Holdings Inc.
November 7, 2023
Page 2
EBITDA does not substitute individually-tailored recognition and measurement methods
for GAAP. Otherwise, remove this adjustment from the reconciliations to arrive at your
non-GAAP measures presented here and in your other filings. Refer to Question 100.04 of
the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

DRIVEN BRANDS HOLDINGS INC.

440 S. Church Street, Suite 700

Charlotte, NC 28202

August 2, 2021

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Nicholas Lamparski, Esq.

Driven Brands Holdings Inc.

Registration Statement on

Form S-1 (File No. 333-258361)

Dear Mr. Lamparski:

Pursuant to Rule 461 of the Securities Act of
1933, as amended, we hereby request that the effective date of the above-captioned Registration Statement on Form S-1 (the “S-1”)
of Driven Brands Holdings Inc. (the “Company”) be accelerated to August 4, 2021 at 4:00 p.m. E.S.T. or as soon thereafter
as may be practicable.

We understand that the Staff will consider this
request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the
issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact John
C. Kennedy of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3025.

*****

    Very truly yours,

    By:
    /s/ Scott O’ Melia

    Name:
    Scott O’ Melia

    Title:
    Executive Vice President, General Counsel and Secretary

      2

CORRESP
1
filename1.htm

August 2, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Nicholas Lamparski, Esq.

    Re:
    Driven Brands Holdings Inc.

    Registration Statement on Form S-1

    File No. 333-258361

    Acceleration Request

    Requested Date: August 4, 2021

    Requested Time: 4:00 p.m., Eastern Standard Time

Ladies and Gentlemen:

In accordance with Rule 461 under the
Securities Act of 1933, as amended (the “Act”), Morgan Stanley & Co. LLC, BofA Securities, Inc.,
Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters, hereby join Driven
Brands Holdings Inc. in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration
Statement on Form S-1 (File No. 333-258361) (the “Registration Statement”) to become effective on August 4,
2021, at 4:00 p.m., Eastern Standard Time, or as soon as practicable thereafter.

Pursuant to Rule 460 under the Act, please be
advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions
and others, prior to the requested effective time of the Registration Statement.

We advise that we have complied and will continue
to comply, and that we have been informed by the participating underwriters that they have complied and will continue to comply with the
requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.

[Signature Page Follows]

    Very truly yours,

    MORGAN STANLEY & CO. LLC

    By:
    /s/ Akanksha Agarwal

    Name:  Akanksha Agarwal

    Title:    Executive Director

    BOFA SECURITIES, INC.

    By:
    /s/ Roger C. Matthews, Sr.

    Name:  Roger C. Matthews, Sr.

    Title:    Managing Director

    GOLDMAN SACHS & CO. LLC

    By:
    /s/ Lindsay Drucker Mann

    Name:  Lindsay Drucker Mann

    Title:    Managing Director

    J.P. MORGAN SECURITIES LLC

    By:
    /s/ Jaclyn Berkley

    Name:  Jaclyn Berkley

    Title:    Executive Director

[Signature Page to Acceleration Request]

      2

United States securities and exchange commission logo
July 23, 2021
Jonathan Fitzpatrick
President and Chief Executive Officer
Driven Brands Holdings Inc.
440 S. Church Street, Suite 700
Charlotte, NC 28202
Re:Driven Brands Holdings Inc.
Draft Registration Statement on Form S-1
Submitted July 22, 2021
CIK No. 0001804745
Dear Mr. Fitzpatrick:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Nicholas Lamparski at 202-551-4695 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       John C. Kennedy

CORRESP
1
filename1.htm

CORRESP

 January 12, 2021

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Katherine Bagley, Esq. and Erin Jaskot, Esq.

Re:
 Driven Brands Holdings Inc.

 Registration Statement on Form S-1

 File No. 333-251615

 Acceleration Request

 Requested Date: January 14, 2021

 Requested Time: 4:00 p.m., Eastern Standard Time

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended (the “Act”), Morgan Stanley & Co. LLC, BofA Securities, Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters, hereby join Driven
Brands Holdings Inc. in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File
No. 333-251615) (the “Registration Statement”) to become effective on Janaury 14, 2021, at 4:00 p.m., Eastern Standard Time, or as soon as practicable thereafter.

Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary
prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

 We
advise that we have complied and will continue to comply, and that we have been informed by the participating underwriters that they have complied and will continue to comply with the requirements of Rule
15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.

[Signature Page Follows]

 Very truly yours,

MORGAN STANLEY & CO. LLC

By:

/s/ Jacqueline Murphy

Name:

Jacqueline Murphy

Title:

Vice President

BOFA SECURITIES, INC.

By:

/s/ Ravi Mani

Name:

Ravi Mani

Title:

Managing Director

GOLDMAN SACHS & CO. LLC

By:

/s/ William Kallop

Name:

William Kallop

Title:

Managing Director

 [Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 DRIVEN BRANDS HOLDINGS INC.

440 S. Church Street, Suite 700

Charlotte, NC 28202

January 12, 2021

 VIA
EDGAR

 Division of Corporation Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Katherine Bagley, Esq.

                 Erin Jaskot, Esq.

Driven Brands Holdings Inc.

Registration Statement on

 Form S-1 (File No. 333-251615)

 Dear Ms. Bagley and
Ms. Jaskot:

 Pursuant to Rule 461 of the Securities Act of 1933, as amended, we hereby request that the effective date of the
above-captioned Registration Statement on Form S-1 (the “S-1”) of Driven Brands Holdings Inc. (the “Company”) be accelerated to January 14, 2021
at 4:00 p.m. E.S.T. or as soon thereafter as may be practicable.

 We understand that the Staff will consider this request as confirmation
by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact John
C. Kennedy of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3025.

 *****

Very truly yours,

By:

 /s/ Scott O’ Melia

Name:

Scott O’ Melia

Title:

Executive Vice President, General Counsel and Secretary

CORRESP
1
filename1.htm

CORRESP

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

 New
York, New York 10019-6064

 January 11, 2021

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549

Attention:

Katherine Bagley, Esq.

Erin Jaskot, Esq.

Division of Corporation Finance

Office of Trade & Services

Re:

Driven Brands Holdings Inc.

Registration Statement on Form S-1 (Registration No. 333-251615)

Filed December 22, 2020

CIK No. 0001804745

 Ladies and Gentlemen:

On behalf of Driven Brands Holdings Inc., a Delaware corporation (the “Company”), we hereby submit in electronic form the
Company’s response to the comment received in a letter from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated January 8, 2021 (the “Comment
Letter”) to Amendment No. 1 of the Registration Statement on Form S-1 of the Company (“the Registration Statement”).

For your convenience, we have set forth below the Staff’s comment followed by the Company’s response thereto. The Company has asked
us to convey the following as its response to the Staff:

 Executive Compensation, page 146

1.
 We note that Mr. Wu served as your Chief Financial Officer until
March 20, 2020. Item 402(m)(3) of Regulation S-K requires disclosure for NEOs who served “during any part of the fiscal year with respect to which information is
required.” Please amend your filing accordingly.

 As discussed with the Staff, we respectfully note that
pursuant to Item 402(m)(2) of Regulation S-K, in the case of an emerging growth company, only the Company’s PEO is automatically considered a NEO for the relevant fiscal year regardless of compensation
level (see Item 402(m)(2)(i)). This is different from the general rule under Item 402(a)(3)(ii) pursuant to which the PFO is automatically considered a NEO for the relevant fiscal year regardless of compensation level. Thus, Mr. Wu would be a
NEO for the Company’s 2020 fiscal year only if he satisfied the criteria under Item 402(m)(2)(ii) or (iii). Although Mr. Wu did serve as the Company’s PFO during a portion of the 2020 fiscal year, he did not meet the criteria of Item
402(m)(2)(ii) because he was not serving as an executive officer at the end of such fiscal year, and he did not meet the criteria of Item 402(m)(2)(iii) because his compensation for such fiscal year was not high enough (i.e., it would not have
resulted in him being one of the Company’s two most highly compensated executive officers other than the PEO had he in fact been serving as an executive officer at the end of such fiscal year). As a result, Mr. Wu did not qualify as a NEO
under Item 402(m)(2) for the Company’s 2020 fiscal year and therefore was not included as part of the compensation disclosure for the 2020 fiscal year.

 Securities and Exchange Commission

Division of Corporation Finance

 January 11, 2021

Page 2

 If you have any questions regarding the
response contained in this letter, please do not hesitate to contact the undersigned at (212) 373-3025 or Blake Clardy at (212) 373-3538.

Sincerely,

 /s/ John C. Kennedy

John C. Kennedy

cc:
 Tiffany Mason

Driven Brands Holdings Inc.

Scott O’Melia, Esq.

 Driven
Brands Holdings Inc.

 Blake Clardy, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

Ian D. Schuman, Esq.

Latham & Watkins LLP

United States securities and exchange commission logo
January 8, 2021
Jonathan Fitzpatrick
President and Chief Executive Officer
Driven Brands Holdings Inc.
440 S. Church Street, Suite 700
Charlotte, NC 28202
Re:Driven Brands Holdings Inc.
Amendment No 1 Registration Statement on Form S-1
Filed January 7, 2021
File No. 333-251615
Dear Mr. Fitzpatrick:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, 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 comment applies 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 this comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 5, 2020 letter.
Amendment No. 1 to Registration Statement on Form S-1, filed January 7, 2021
Executive Compensation, page 146
1.We note that Ms. Wu served as your Chief Financial Officer until March 20, 2020. Item
402(m)(3) of Regulation S-K requires disclosure for NEOs who served "during any part of
the fiscal year with respect to which information is required."  Please amend your filing
accordingly.

 FirstName LastNameJonathan Fitzpatrick
 Comapany NameDriven Brands Holdings Inc.
 January 8, 2021 Page 2
 FirstName LastName
Jonathan Fitzpatrick
Driven Brands Holdings Inc.
January 8, 2021
Page 2
            Please contact Katherine Bagley at (202) 551-2545 or Erin Jaskot at (202) 551-3442 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       John C. Kennedy

United States securities and exchange commission logo
January 5, 2021
Jonathan Fitzpatrick
President and Chief Executive Officer
Driven Brands Holdings Inc.
440 S. Church Street, Suite 700
Charlotte, NC 28202
Re:Driven Brands Holdings Inc.
Registration Statement on Form S-1
Filed December 22, 2020
Supplemental Response filed December 31, 2020
File No. 333-251615
Dear Mr. Fitzpatrick:
            We have reviewed your registration statement and supplemental response, 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.
Registration Statement on Form S-1 file December 22, 2020
Executive Compensation, page 143
1.Please update your disclosure in this section to reflect compensation earned in the most
recently completed fiscal year.
General
2.We note your disclosure on page 60 that the exclusive forum provision in your certificate
of incorporation "provides that it will not apply to claims arising under the Securities Act
of 1933, as amended, (the “Securities Act”), the Exchange Act or other federal securities
laws for which there is exclusive federal or concurrent federal and state jurisdiction."
However, the exclusive forum provision in your exhibit 3.2 does not provide the same.

 FirstName LastNameJonathan Fitzpatrick
 Comapany NameDriven Brands Holdings Inc.
 January 5, 2021 Page 2
 FirstName LastName
Jonathan Fitzpatrick
Driven Brands Holdings Inc.
January 5, 2021
Page 2
Please amend your exhibit for consistency with the disclosure in your filing.
Supplemental Response filed December 31, 2020
Recent Developments
Preliminary Estimated Financial Results for the Three Months and the Year Ended December 26,
2020, page 11
3.We note your disclosure that "Our preliminary estimated financial results are therefore
forward-looking statements based solely on information available to us as of the date of
this prospectus and may differ materially from these estimates."  Please remove references
that your results may differ "materially," or remove the presentation of these estimates
from your filing.  Further, while you present preliminary estimates for revenue, net
income, net debt, and Adjusted EBITDA, you do not present estimates for operating costs
or expenses.  In this regard, please provide qualitative disclosure that gives investors a
sense of how your costs and expenses were impacted for the same period, with a view to
understanding whether there were any material trends that differed from your historical
results to put the quantitative amounts you are providing into context.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Katherine Bagley at (202) 551-2545 or Erin Jaskot at (202) 551-3442 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       John C. Kennedy

CORRESP
1
filename1.htm

CORRESP

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

 New
York, New York 10019-6064

 December 31, 2020

VIA EDGAR AND FEDERAL EXPRESS

 Securities and Exchange
Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Attention:
 Katherine Bagley, Esq.

 Erin Jaskot, Esq.

 Division of Corporation Finance

 Office of Trade & Services

Re:
 Driven Brands Holdings Inc.

 Draft Registration Statement on Form S-1

 Filed December 22, 2020

 CIK No. 0001804745

Ladies and Gentlemen:

 On behalf of Driven
Brands Holdings Inc., a Delaware corporation (the “Company”), we submit the accompanying changed pages (the “Changed Pages”) to the Registration Statement on Form S-1 of
the Company (the “Registration Statement”), marked to indicate changes from the Registration Statement filed with the Securities and Exchange Commission (the “Commission”) on December 22, 2020.

The Changed Pages reflect (i) the responses of the Company to comments received in a letter from the Staff of the Commission (the
“Staff”), dated December 22, 2020 (the “Comment Letter”) and (ii) additional disclosure the Company plans to include under “Recent Developments” in the Company’s next filing. The discussion
below is presented in the order of the numbered comments in the Comment Letter. For your convenience, except for page references appearing in the headings and Staff comments below or as otherwise noted, all page references herein correspond to the
page in the accompanying Changed Pages.

 The Company has asked us to convey the following as its responses to the Staff:

Impact of COVID-19, page 11

1.
 We note your response to comment 5; however, we were unable to find disclosure on page 12 of your amended
filing quantifying the impact of COVID-19 on your operations. Therefore, please amend your filing to quantify the decline in your sales volumes due to COVID-19, and the
extent to which your sales have recovered. In this regard, we note your disclosure that “sales volumes began to decline in late March 2020 as the pandemic worsened in the markets in which Driven Brands operates and federal, state, provincial
and local governments implemented stricter guidelines and policies, including stay-at-home orders and the closure of
non-essential businesses,” and your disclosure on page 32 that “[a]s a result of the ongoing COVID-19 pandemic, [y]our locations have also experienced
significantly reduced customer traffic and sales volume due to changes in consumer behavior.” Please make conforming changes to your filing to quantify the impact of COVID-19 on your operations, including
to your Management’s Discussion and Analysis of Financial Condition and Results of Operations, where you discuss the impact of COVID-19 on your results of operations for the periods presented.

 The Company respectfully submits to the Staff that the quantification of the impact of
COVID-19 on its operations is presented on page 12 of the Registration Statement filed on December 22, 2020 in the bar chart under the heading “Consolidated Same Store Sales as a % of Prior
Year.” As represented there, the Company experienced a decline in same store sales in the second quarter of 2020 to 81% of same store sales in the second quarter of 2019. In addition, the Company acknowledges the Staff’s request to make
changes to quantify the impact of COVID-19 on its results of operations where discussed in its Management’s Discussion and Analysis of Financial Condition and Results of Operations, and the Registration
Statement has been revised in response to the Staff’s comment. Please see pages 95, 99 and 100 in the Changed Pages.

 Securities and Exchange Commission

Division of Corporation Finance

 December 31, 2020

 Page
 2

 Risk Factors Risks

Relating to Our Business

2.
 “Our failure or our franchisees’ and independent operators’ failure to comply . . .”,
page 37 . We note your disclosure that “[a] significant percentage of [y]our franchisees in the United States have availed themselves of borrowings under the Paycheck Protection Program.” Please quantify the “significant
percentage.”

 The Registration Statement has been revised in response to the Staff’s comment. Please
see pages 40 in the Changed Pages.

 Risks Related to this Offering and Ownership of Our Common Stock

3.
 “We will be required to pay our existing owners for certain tax benefits . . .”, page 55. We
note your amended disclosure that if you breach any of your material obligations under the Tax Receivable Agreement, you “will be required to make a payment equal to the present value of future payments under the income tax receivable
agreement.” To provide context for investors regarding the extent of your obligations under the Tax Receivable Agreement, please provide an estimate of the current amount that you would be required to pay if you were to breach any of your
material obligations, if estimable.

 The Registration Statement has been revised in response to the Staff’s
comment. Please see pages 58 in the Changed Pages.

 In addition, the Company has asked us to convey that it revised the Registration
Statement filed on December 22, 2020 to remove the adjustment for store opening costs used in calculating Adjusted EBITDA and Adjusted Net Income pursuant to discussions with the Staff regarding comment number 7 in the Staff’s comment
letter dated December 16, 2020.

 If you have any questions regarding the Changed Pages or the responses contained in this letter,
please do not hesitate to contact the undersigned at (212) 373-3025 or Blake Clardy at (212) 373-3538.

 Sincerely,

 /s/ John C. Kennedy

 John C. Kennedy

cc:
 Tiffany Mason

Driven Brands Holdings Inc.

Scott O’Melia, Esq.

 Driven
Brands Holdings Inc.

 Blake Clardy, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

Ian D. Schuman, Esq.

Latham & Watkins LLP

•

 our franchise system is subject to various risks, including our dependency on franchised locations that make up a
majority of our locations, risks that franchisees face as operating entities, franchisees’ noncompliance with our agreements and franchisees’ actions that may harm our brands;

•

 we are a holding company and rely on dividends, distributions and other transfers of funds from our subsidiaries;

•

 we are an “emerging growth company” and are able take advantage of reduced disclosure requirements that
could make our common stock less attractive to investors;

•

 we will be required to pay our existing owners for certain tax benefits; and

•

 we are a “controlled company” within the meaning of The Nasdaq Global Select Market
(“NASDAQ”) rules, and we intend to rely on exemptions from certain corporate governance requirements.

RECENT DEVELOPMENTS

  Preliminary
Estimated Financial Results for the Three Months and the Year Ended December 26, 2020

 Our financial results for the three months
and fiscal year ended December 26, 2020 are not yet complete and will not be available until after the completion of this offering. Accordingly, set forth below are certain preliminary estimated financial results for the three months and fiscal
year ended December 26, 2020, which are subject to revision based upon the completion of our quarter-end financial closing processes and other developments that may arise prior to the time our financial
results are finalized. Our preliminary estimated financial results are therefore forward-looking statements based solely on information available to us as of the date of this prospectus and may differ materially from these estimates. You should not
place undue reliance on these estimates. The information presented herein should not be considered a substitute for the financial information to be filed with the SEC in our Annual Report on Form 10-K for the
fiscal year ended December 26, 2020 once it becomes available. Our preliminary estimated financial results contained in this prospectus have been prepared in good faith by, and are the responsibility of, management based upon our internal
reporting for the three months and year ended December 26, 2020. Grant Thornton LLP has not audited, reviewed, compiled or performed any procedures with respect to the following preliminary estimated financial results. Accordingly, Grant
Thornton LLP does not express an opinion or any other form of assurance with respect thereto. For additional information, see “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors”.

The following are our preliminary estimated financial results for the three months and the year ended December 26, 2020:

Three months ended

Year ended

(in thousands)

December 26,
2020
(estimated low)

December 26,
2020
(estimated high)

December 28,
2019
(actual)

December 26,
2020
(estimated low)

December 26,
2020
(estimated high)

December 28,
2019
(actual)

 Preliminary estimated financial results:

 Revenue

 Net income (loss)

 Adjusted EBITDA

 Acquisition Adjusted EBITDA

 Net debt(a)

 11

  The following table provides a reconciliation of net income (loss) to Adjusted EBITDA
and Acquisition Adjusted EBITDA for the periods presented:

Three months ended

Year ended

(in thousands)

December 26,
2020
(estimated low)

December 26,
2020
(estimated high)

December 28,
2019
(actual)

December 26,
2020
(estimated low)

December 26,
2020
(estimated high)

December 28,
2019
(actual)

 Net income (loss)

 Income tax expense (benefit)

 Interest expense, net

 Depreciation and amortization

 EBITDA

 Acquisition related costs(b)

 Non-core items and project costs, net(c)

 Sponsor management fees(d)

 Straight-line rent adjustment(e)

 Equity-based compensation expense(f)

 Foreign currency transaction gain(g)

 Bad debt expense(h)

 Asset impairment and closed store
expenses(i)

 Loss on debt extinguishment(j)

 Adjusted EBITDA

 Acquisition EBITDA adjustments(k)

 Acquisition Adjusted EBITDA

a.
 Net debt consists of the outstanding principal amounts of debt less cash and cash equivalents.

b.
 Consists of acquisition costs as reflected within the consolidated statements of operations, including legal,
consulting and other fees and expenses incurred in connection with acquisitions completed during the applicable period, as well as inventory rationalization expenses incurred in connection with acquisitions. We expect to incur similar costs in
connection with other acquisitions in the future and, under U.S. GAAP, such costs relating to acquisitions are expensed as incurred and not capitalized.

c.
 Consists of discrete items and project costs, including 1)
non-capitalizable expenses relating to the Company’s initial public offering and strategic transactions in 2019 and 2020, and 2) wage subsidies received directly attributable to the COVID-19 pandemic in
2020.

d.
 Includes management fees paid to Roark.

 12

e.
 Consists of the non-cash portion of rent expense, which reflects the
extent to which our straight-line rent expense recognized under U.S. GAAP exceeds or is less than our cash rent payments.

f.
 Represents non-cash equity-based compensation expense.

g.
 Represents foreign currency transaction gains and losses primarily related to the remeasurement of our
intercompany loans and gain on remeasurement of cross currency swaps.

h.
 Represents bad debt related to customer that declared bankruptcy due to
COVID-19 pandemic.

i.
 Relates to the discontinuation of the use of the Pro Oil tradename as those locations were transitioned to the
Take 5 tradename, as well as impairment of certain fixed assets and operating lease right-of-use assets related to closed locations. Also represents lease exit costs and other costs associated with stores that were closed prior to their respective
lease terminations dates.

j.
 Represents charges incurred and the write-off of debt issuance costs
associated with early termination of debt.

k.
 Represents Acquisition EBITDA adjustments necessary to reflect a full period of Adjusted EBITDA from acquired
businesses.

 We present Adjusted EBITDA and Acquisition Adjusted EBITDA for the reasons described in “Use of
Non-GAAP Financial Information.” These measures are discussed in more detail in the section entitled “Use of Non-GAAP Financial Information.”

ICWG Acquisition

 On August 3, 2020, we
completed the ICWG Acquisition. Pursuant to the agreement and plan of merger entered into in connection with the acquisition (the “Merger Agreement”), RC IV ICW Merger Sub LLC, a subsidiary of RC IV Cayman ICW Holdings LLC and the direct
parent of RC IV Cayman ICW LLC, merged with and into Driven Investor LLC. Driven Investor LLC subsequently contributed all of the equity interests of RC IV Cayman ICW LLC to the Company in exchange for 430 shares of the Company’s common stock.
RC IV Cayman ICW LLC is the direct parent of Shine Holdco (UK) Limited, a holding company of all of the assets and liabilities of ICWG. These transactions are collectively referred to herein as the ICWG Acquisition.

Refinancing Transaction

 On
December 14, 2020, Driven Brands Funding, LLC (the “Master Issuer”) and Driven Brands Canada Funding Corporation (the “Canadian Co-Issuer”, and together with the Master Issuer, the “Master Co-Issuers”), each wholly
owned indirect subsidiaries of the Company, issued $450 million of 3.237% Fixed Rate Senior Secured Notes, Class A-2. Proceeds from the offering were used (i) to repay in full the series 2015-1 and Series
2016-1 Fixed Rate Senior Secured Notes, Class A-2, (ii) to pay associated transaction fees and expenses and make-whole prepayment consideration, and (iii) for general corporate purposes. See “Description of Material
Indebtedness.”

 Impact of COVID-19

Commencing in December 2019, the novel strain of coronavirus (SARS-Cov-2) and the disease it causes “COVID-19,” spread rapidly
throughout the world. The global crisis resulting from the spread of COVID-19 has disrupted, and continues to significantly disrupt, local, regional, and global economies and businesses in the United States and internationally. Because automotive
services were generally deemed “essential” by most federal, state, provincial and local governmental authorities in the United States and Canada, substantially all of Driven Brands’ locations remained open despite the ongoing COVID-19
pandemic.

 In response to the COVID-19 pandemic, Driven Brands proactively implemented various initiatives across each of its segments,
with a focus on ensuring the safety of employees, franchisees and customers, and minimizing the financial impact of COVID-19 while continuing to execute on building the foundation for future growth. Driven Brands’ initiatives implemented
include, but are not limited to:

•

 Aggressively managing expenses by reducing headcount and general and administrative expenses;

 13

harassment and discrimination, wage and hour claims and claims related to violations of the Americans with Disabilities Act of 1990 (“ADA”), the Family and Medical Leave Act
(“FMLA”) and similar foreign, state, local and provincial laws, the Foreign Corrupt Practices Act and similar anti-bribery and corruption laws and regulations, religious freedom, the Fair Labor Standards Act (“FLSA”), applicable
Canadian employment standards legislation, the Dodd-Frank Act, the Health Care Reform Act, the Electronic Funds Transfer Act, the Payment Card Industry Data Security Standards, franchise laws, ERISA and intellectual property claims. The successful
development and operation of our locations depends to a significant extent on the selection and acquisition of suitable sites, which are subject to zoning, land use, environmental, traffic and other regulations. Our locations’ operations are
also subject to licensing and regulation by state, local and provincial departments relating to safety standards, federal, state and provincial labor and immigration law (including applicable equal pay and minimum wage requirements, overtime pay
practices, reimb

United States securities and exchange commission logo
December 22, 2020
Jonathan Fitzpatrick
President and Chief Executive Officer
Driven Brands Holdings Inc.
440 S. Church Street, Suite 700
Charlotte, NC 28202
Re:Driven Brands Holdings Inc.
Amendment No. 4 to Draft Registration Statement on Form S-1
Submitted December 17, 2020
CIK No. 0001804745
Dear Mr. Fitzpatrick:
            We have reviewed your amended draft offering 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 offering statement or publicly filing your offering 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 any amendment
to your draft offering statement or filed offering statement and the information you provide in
response to these comments, we may have additional comments.
Amendment No. 4 to Draft Registration Statement on Form S-1, filed December 17, 2020
Impact of COVID-19, page 11
1.We note your response to comment 5; however, we were unable to find disclosure on page
12 of your amended filing quantifying the impact of COVID-19 on your operations.
Therefore, please amend your filing to quantify the decline in your sales volumes due to
COVID-19, and the extent to which your sales have recovered.  In this regard, we note
your disclosure that “sales volumes began to decline in late March 2020 as the pandemic
worsened in the markets in which Driven Brands operates and federal, state, provincial
and local governments implemented stricter guidelines and policies, including stay-at-
home orders and the closure of non-essential businesses,” and your disclosure on page 32
that “[a]s a result of the ongoing COVID-19 pandemic, [y]our locations have also
experienced significantly reduced customer traffic and sales volume due to changes in
consumer behavior.”  Please make conforming changes to your filing to quantify the

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 Comapany NameDriven Brands Holdings Inc.
 December 22, 2020 Page 2
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December 22, 2020
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impact of COVID-19 on your operations, including to your Management's Discussion and
Analysis of Financial Condition and Results of Operations, where you discuss the impact
of COVID-19 on your results of operations for the periods presented.
Risk Factors
Risks Relating to Our Business
"Our failure or our franchisees’ and independent operators’ failure to comply . . .", page 37
2.We note your disclosure that "[a] significant percentage of [y]our franchisees in the
United States have availed themselves of borrowings under the Paycheck Protection
Program."  Please quantify the "significant percentage."
Risks Related to this Offering and Ownership of Our Common Stock
"We will be required to pay our existing owners for certain tax benefits . . .", page 55
3.We note your amended disclosure that if you breach any of your material obligations
under the Tax Receivable Agreement, you "will be required to make a payment equal to
the present value of future payments under the income tax receivable agreement."  To
provide context for investors regarding the extent of your obligations under the Tax
Receivable Agreement, please provide an estimate of the current amount that you would
be required to pay if you were to breach any of your material obligations, if estimable.
            You may contact Ta Tanisha Meadows at 202-551-3322 or Lyn Shenk at 202-551-
3380 if you have questions regarding comments on the financial statements and related matters.
Please contact Katherine Bagley at 202-551-2545 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       John C. Kennedy

United States securities and exchange commission logo
December 11, 2020
Jonathan Fitzpatrick
President and Chief Executive Officer
Driven Brands Holdings Inc.
440 S. Church Street, Suite 700
Charlotte, NC 28202
Re:Driven Brands Holdings Inc.
Amendment No. 3 to Draft Registration Statement on Form S-1
Submitted November 16, 2020
CIK No. 0001804745
Dear Mr. Fitzpatrick:
            We have reviewed your amended 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.
Amendment No. 3 to Draft Registration Statement on Form S-1, submitted November 16, 2020
Prospectus Summary
Driven Brands' Overview, page 1
1.Please revise here and throughout the filing to precede disclosure related to system-wide
sales (in dollars or percentages) with similar disclosure of revenue, whether in narrative
text, tables, or graphics.
Recent Growth and Performance, page 2
2.Please tell us where in your statements of operations you classify commissions paid to
third-party independent operators.

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December 11, 2020
Page 2
Our Opportunity: The Large, Recession-resistant and Highly Fragmented Automotive Services
Industry With Long-term Growth Trends, page 4
3.Please disclose the names of the "third party sources" referenced in footnote 2, or tell us
why you have decided not to do so.
Continue to Drive Same Store Sales Growth, page 9
4.We note your amended disclosure that "[g]iven the diversity and breadth of [y]our service
categories, [you] believe that implementing membership programs across [y]our suite of
offerings can represent an attractive proposition for [y]our customers while also providing
Driven Brands with a predictable and recurring revenue stream and enhanced customer
retention. In 2017, ICWG introduced a subscription membership program across its
domestic car wash stores, with revenue from this program accounting for more than 35%
of domestic car wash revenue in 2019."  Please amend your disclosure to clarify if and
when you intend to implement subscription programs for the rest of your suite of
offerings, in addition to the ICWG subscription membership program.
Impact of Covid-19, page 12
5.We note your disclosure that "sales volumes began to decline in late March 2020 as the
pandemic worsened in the markets in which Driven Brands operates and federal, state,
provincial and local governments implemented stricter guidelines and policies, including
stay-at-home orders and the closure of non-essential businesses," and your disclosure on
page 32 that "[a]s a result of the ongoing COVID-19 pandemic, [y]our locations have also
experienced significantly reduced customer traffic and sales volume due to changes in
consumer behavior."  Please quantify the decline in sales due to COVID-19.
Summary Historical Consolidated Financial and Other Data, page 17
6.We note the adjustment for One-time expenses and project costs for each period
presented.  Please tell us and expand your disclosure to describe the items determined to
be non-discrete by management and included within this adjustment.  To the extent such
items are not considered to be non-recurring, infrequent or unusual, it would be
inappropriate to characterize these items as such.  Refer to Question 102.03 of the Non-
GAAP Financial Measures Compliance Disclosure and Interpretations.
7.Please explain to us in detail why you believe the adjustment for store opening costs used
in calculating Adjusted EBITDA and Adjusted Net Income is appropriate in light of your
growth strategy.  Please refer to Question 100.01 of the Non-GAAP Financial Measures
Compliance Disclosure and Interpretations.

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 FirstName LastName
Jonathan Fitzpatrick
Driven Brands Holdings Inc.
December 11, 2020
Page 3
Risk Factors
Risks Relating to Our Business
"Our failure or our franchisees’ and independent operators’ failure to comply . . .", page 38
8.We note your disclosure that "[d]epending upon the application of AB-5, franchisors in
certain industries could be deemed to be covered by the statute, in which event their
franchisees would be deemed to be employees of the franchisors."  Please clarify whether
AB-5 may also apply to independent contractors operating under your independent
operator agreements, and if so, the impact on your business if these independent
contractors were classified as employees.  As a related matter, it appears that California
voters recently voted to pass a ballot measure to exempt certain companies from
reclassifying independent contractors as employees pursuant to current California law.
Please disclose the potential impact of the passage of this ballot measure on your business,
if material.
Risks Related to this Offering and Ownership of Our Common Stock
"Our certificate of incorporation will provide that . . .", page 60
9.We note your amended disclosure that "[u]nless [you] consent in writing to the selection
of an alternative forum, the federal district courts of the United States of America shall be
the exclusive forum for the resolution of any complaint asserting a cause of action arising
under the Securities Act."  Please confirm that your certificate of incorporation will
describe the extent to which this federal exclusive forum provision will apply to Securities
Act claims, or tell us how you will inform future investors of the provision's limited
applicability.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Performance Indicators, page 91
10.We note your disclosure that "[s]ystem-wide sales represent the total of net sales for
[y]our franchised, independently-operated and company-operated stores," and that
"[f]ranchise royalties and fees revenue represented 15% . . . of [y]our total revenue for the
nine months ended September 26, 2020."  Please disclose the percentage of your total
revenue attributable to independently-operated and company-operated stores, respectively,
for the nine months ended September 26, 2020. So that investors have a clear picture of
the contribution of each store-type to your total revenue, please also include this
information in your prospectus summary under "Driven Brands' Overview" where you
disclose the percentage of locations that were franchised or independently operated.
11.As a related matter, please revise your tabular disclosure of store count and system-wide
sales to include summary information by operational model (i.e., company-owned,
independently-operated, and franchised) to allow investors to see the relative performance
of your stores compared to those owned or operated by others.

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 Comapany NameDriven Brands Holdings Inc.
 December 11, 2020 Page 4
 FirstName LastName
Jonathan Fitzpatrick
Driven Brands Holdings Inc.
December 11, 2020
Page 4
Results of Operations, page 93
12.A significant portion of your results of operations disclosure is dedicated to stating, in
narrative text form, dollar and percentage changes in accounts.  In addition, while you
discuss certain factors to which changes are attributable, you do not quantify certain of
these factors nor analyze the underlying business reasons for the changes.  For example,
you state company-operated store sales increased 38% for the nine months ended
September 26, 2020 due to acquisitions of company-operated store sales (19% of such
year-over-year growth) and organic company-operated store growth, but you do not
quantify both of these factors nor analyze the underlying reasons for the change in organic
company-operated store growth.  As such, please consider expanding this section by:

•relying on tables to present dollar and percentage changes in accounts, rather than
including and repeating such information in narrative text form;

•using tables to list, quantify, and sum all of the material individual factors to which
changes in accounts are attributable;

•refocusing the narrative text portion of the disclosure on analysis of the underlying
business reasons for the individual factors in the tables above;

•ensuring that all material factors are quantified and analyzed; and

•quantifying the effects of changes in price, volume, and acquisitions on revenues and
expense categories, where appropriate.

Referring to the example above, you state that company-operated store sales increased
38% and that the impact of acquisitions accounted for 19% of such year-over-year
growth.  Based on your disclosure, it is not clear whether acquisitions accounted for 19%
of the 38% growth (or 7% of the total growth) or 50% of the growth (19%/38%).
Therefore, when attributing a change to a factor, please quantify the change in dollars
rather than percentages to avoid confusion about what the percentage represents.  In
addition, please clarify whether the other factor, organic company-operated store growth,
refers to store count growth, same store sales growth, or a combination of those factors
and quantify the factors, as appropriate.
13.Please revise to explain why company-operated store expenses grew at a slower rate than
related sales.
14.You state that Paint, Collision & Glass revenue increased 25% for the nine months ended
September 26, 2020, driven by an increase of 16% year over year in system sales
primarily due to acquisitions completed during such period.  Please explain what you
mean by system sales.  If this term refers to system-wide sales, please explain why
revenues increased more than system-wide sales.

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 FirstName LastName
Jonathan Fitzpatrick
Driven Brands Holdings Inc.
December 11, 2020
Page 5
15.The analysis portion of your disclosure of various operating expense categories (i.e., the
disclosure after the narrative portion that quantifies the percentage changes) is generally
limited to a single sentence for each category.  Please expand to provide a more robust and
comprehensive discussion of your various cost categories (company-operated store
expenses, independently-operated store expenses, supply and other expenses, and SG&A,
etc.) including separate quantification and discussion of changes in significant
components of cost categories, as appropriate.  For example, we note from your disclosure
on page F-10 that company-operated store expenses consist of payroll and benefit costs
for services employees at company-operated locations, rent, costs associated with
procuring materials from suppliers, and other store-level operating costs.  As noted above,
please consider providing tabular disclosures, as appropriate.  Please also provide
discussion and analysis of operating expenses in your segment disclosure, which currently
provides only a brief discussion of adjusted EBITDA.
Business
Independent Operator Agreements, page 130
16.Please disclose the types of services offered by the independent operator at car wash
locations for which you do not receive any revenue.  Please tell us whether revenue from
these services is included in system-wide sales, and, if so, please tell us why you believe it
is appropriate to include such revenue in this metric.  In addition, it appears that only
locations outside of North America operate on an independent operator model.  Please
disclose how you manage operations at locations in North America and whether you
generate revenue in the same manner that you do for company-owned stores.
Employees, page 132
17.Please amend your disclosure to describe any human capital measures or objectives that
you focus on in managing your business, if material.  See Item 101(c)(2)(ii).
Description of Material Indebtedness
Car Wash Senior Credit Facilities, page 170
18.Please confirm that you intend to file the Car Wash Senior Credit Facilities as exhibits to
your registration statement, or tell us why you do not believe you are required to do so.
See Item 601(b)(10) of Regulation S-K.

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 Comapany NameDriven Brands Holdings Inc.
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Jonathan Fitzpatrick
Driven Brands Holdings Inc.
December 11, 2020
Page 6
            You may contact Ta Tanisha Meadows at (202) 551-3322 or Lyn Shenk at (202) 551-
3380 if you have questions regarding comments on the financial statements and related
matters.  Please contact Katherine Bagley at (202) 551-2545 or Erin Jaskot at (202) 551-
3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       John C. Kennedy

United States securities and exchange commission logo
July 29, 2020
Jonathan Fitzpatrick
President and Chief Executive Officer
RC Driven Holdings LLC
440 S. Church Street, Suite 700
Charlotte, NC 28202
Re:RC Driven Holdings LLC
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted June 22, 2020
CIK No. 0001804745
Dear Mr. Fitzpatrick:
            We have reviewed your amended 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 any requested information and by publicly
filing your registration statement and non-public draft submission 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.
Amendment No. 2 to Draft Registration Submission on Form S-1 Submitted June 22, 2020
Summary Historical Consolidated Financial and Other Data, page 13
1.We reviewed your response to comment 5 and the revisions to your disclosure. You
present pro forma 2015 information without providing disclosure regarding operating
activity for the fiscal years ended December 31, 2016 and 2017.  Please further revise to
present comparable information for the 2016 and 2017 fiscal years.
2.We reviewed your response to comment 6 and your revised disclosures narratively
discussing how you calculate the measure.  Further, you now indicate that Capital
Efficiency Ratio is a performance measure; however, the nature of the adjustment and the
previous terminology suggest it may be a liquidity measure.  We remain unclear as to how
you use this non-GAAP measure internally, and why such information is useful.  Please

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 Comapany NameRC Driven Holdings LLC
 July 29, 2020 Page 2
 FirstName LastName
Jonathan Fitzpatrick
RC Driven Holdings LLC
July 29, 2020
Page 2
explain how you use the Capital Efficiency Ratio measure to assess your performance and
further revise your disclosure to explain how investors would find this information useful.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            We also remind you that your registration statement must be on file no later than 48 hours
prior to the requested effective date and time. Refer to Rules 460 and 461 regarding requests for
acceleration.  Please allow adequate time for us to review any amendment prior to the requested
effective date of the registration statement.
            You may contact Ta Tanisha Meadows at (202) 551-3322 or Jim Allegretto at (202) 551-
3849 if you have questions regarding comments on the financial statements and related
matters.  Please contact Katherine Bagley at (202) 551-2545 or Erin Jaskot at (202) 551-3442
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       John C. Kennedy

United States securities and exchange commission logo
May 29, 2020
Jonathan Fitzpatrick
President and Chief Executive Officer
RC Driven Holdings LLC
440 S. Church Street, Suite 700
Charlotte, NC 28202
Re:RC Driven Holdings LLC
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted May 11, 2020
CIK No. 0001804745
Dear Mr. Fitzpatrick:
            We have reviewed your amended 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.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted May 11, 2020
Basis of Presentation, page ii
1.We note your revised disclosure in response to comment 2.  Please further revise your
disclosure in the Prospectus Summary and elsewhere that you discuss system-wide
sales to clearly state that system-wide sales are not your revenues and are not included in
your financial statements.  Please also discuss and quantify the amount of franchise
royalty fees that you earned from franchise-owned store sales, and the percentage of your
revenue that is based on royalty fees versus sales from company-owned stores.
Use of Non-GAAP Financial Information, page iii
2.We note your response to comment 3 and the revised disclosure, but you did not fully

 FirstName LastNameJonathan Fitzpatrick
 Comapany NameRC Driven Holdings LLC
 May 29, 2020 Page 2
 FirstName LastNameJonathan Fitzpatrick
RC Driven Holdings LLC
May 29, 2020
Page 2
address our comment.  Please further revise your disclosure to clarify that the related
intangible assets are directly related to the generation of revenue which is included in the
Non-GAAP measure.
Prospectus Summary
Driven Brands’ Overview, page 1
3.We note your response to comment 5, and your revisions removing "actionable" from
your disclosure.  Please clarify in your disclosure what is meant by "we have a franchise
new unit pipeline of more than 400 committed locations as of December 28, 2019."
Specifically, please define committed locations.  For example, disclose whether you have
formal or informal, written or verbal, or any other agreements with these locations.
Recent Growth and Performance, page 2
4.We note your response to comment 2, but it is not completely responsive to our comment.
While you have amended your disclosure to more prominently display net income over
Adjusted EBITDA in the bulleted list before your graphic, you have not provided a figure
in the graphic representing net income.  Please provide this figure in your graphic, or tell
us why you have not done so.
Summary Historical Consolidated Financial and Other Data, page 13
5.In the table on page 14, the reconciliation of net income to Adjusted EBITDA and
Acquisition Adjusted EBITDA presents pro forma financial information for the year
ended December 26, 2015.  Please tell us how your disclosure complies with Item
10(e)(1)(i)(A) of Regulation S-K, since you present the pro forma financial
information without presenting the historical financial information for 2015 or any other
year until 2018. You may also refer to Question 102.10 in our Compliance & Disclosure
Interpretations on the use of non-GAAP financial measures, released April 4, 2018.
6.We note your disclosure on page iii that Free Cash Flow Conversion should not be
construed as an alternative to your cash flows under GAAP measures of liquidity, and you
have included the measure because it provides management and investors with additional
information to measure your performance. Given this disclosure and the terminology used
for the measure, please explain to us what you are trying to convey to readers, and clarify
in your disclosure why it is useful to investors and how management uses it to measure
performance.  If it is a liquidity measure, please provide a reconciliation to operating cash
flows.  Please also consider relabeling the metric or explain to us why the existing
terminology is an accurate portrayal of the measure.
Risk Factors
Risks Relating to Our Business
"Our business is affected by the financial results of our franchisees.”, page 19
7.We note your response to comment 11 and your amended disclosure on page 19.  Please

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 May 29, 2020 Page 3
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Jonathan Fitzpatrick
RC Driven Holdings LLC
May 29, 2020
Page 3
amend your disclosure to include the substance of your response, that "[i]n certain
circumstances, the Company may be the lessor under a master lease for a location that is
operated by a franchisee. When this occurs, the Company then subleases the real estate to
the operating franchisee and collects rent, which is then used to pay rent to its landlord
under the master lease. In the event a franchisee fails to obtain appropriate financing and
is unable to pay rent under a sublease, the Company is obligated to pay rent under the
master lease. Currently, the Company is in such arrangements for less than 3% of all
franchised locations."
Management's Discussion and Analysis of Financial Condition and Results of Operations
Recent Growth and Performance, page 77
8.We note your response to comment 21, and your amended disclosure that "the 2015 and
2019 revenue, and resulting CAGR, figures are not comparable."  In this regard, please
tell us how it is appropriate to include in the graphic on page 78, the figure representing
revenue and growth in CAGR between 2015 and 2019, if these figures are not
comparable.  Alternatively, please revise the graphic to remove the revenue-related figure
from your graphic.
Consolidated Financial Statements, page F-1
9.Please update your financial statements in accordance with Rule 3-01 of Regulation S-X.
            You may contact Ta Tanisha Meadows at (202) 551-3322 or James Allegretto at (202)
551-3849 if you have questions regarding comments on the financial statements and related
matters.  Please contact Katherine Bagley at (202) 551-2545 or Erin Jaskot at (202) 551-
3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       John C. Kennedy

April 23, 2020
Jonathan Fitzpatrick
President and Chief Executive Officer
RC Driven Holdings LLC
440 S. Church Street, Suite 700
Charlotte, NC 28202
Re:RC Driven Holdings LLC
Draft Registration Statement on Form S-1
Submitted March 26, 2020
CIK No. 0001804745
Dear Mr. Fitzpatrick:
            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 Offering Statement on Form S-1 Submitted March 26, 2020
Basis of Presentation, page ii
1.Please clarify whether you differentiate between franchises and company-operated stores
when determining "same store base" and, therefore, "same store sales."  In addition, we
note that same store sales is defined to include those stores open for the given fiscal period
in both the current year and comparable prior year periods.  Please clarify whether you
include only stores that were open for the entire year period or for another specific length
of time, or if you also include stores that were open for only part of that period.
2.We note that "system-wide sales" and "store count" include both company-operated stores
and franchised stores.  We further note that these metrics are used to assess net unit
growth and drivers of trends in system-wide sales, franchise royalties and fees revenue

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and company-operated store sales.  Given that the company-operated stores and
franchised stores contribute to revenues in different ways, please tell us how these metrics
helps assess items such as trends in franchise royalties and company-operated store sales.
Please also revise your disclosure throughout to provide details of which proportions
represent your revenues versus franchisees' revenues, and clarify that you generate only
royalty revenue from the franchisees' revenues.  Please similarly provide the store count
separately for company-operated stores and franchised stores.
Use of Non-GAAP Financial Information, page iii
3.Please expand your disclosures to clarify why your non-GAAP measures that exclude
amortization of acquired intangible assets are useful to investors in light of the fact that
the related intangible assets appear to be directly related to the generation of revenue.
Prospectus Summary
Driven Brands' Overview, page 1
4.Please disclose the measure by which you are the "largest automotive services company,"
and the "leading automotive services provider in North America."
5.Please define what you mean by "actionable" in your statement that you have "an
actionable franchise new unit pipeline of more than 400 committed locations."
6.You disclose that "[a]pproximately 84% of [y]our locations are franchised, and [y]our
asset-light business model generates consistent recurring revenue."  To provide context for
this disclosure, please disclose the percentage of your revenue attributable to franchised-
stores compared to your company-operated stores.  Please include similar disclosure
elsewhere in your prospectus, as appropriate.
Recent Growth and Performance, page 2
7.We note the charts on page 2.  Please include clarifying language, as appropriate, that
such charts are inclusive of both company-owned and franchised stores.  Please
also disclose the store count and same store sales changes from 2015 to 2019 for
company-owned stores and franchised stores separately.  Please also present your net
income data in a chart.
Our Opportunity: The Large, Growing, Recession-resistant and Highly Fragmented Automotive
Services Industry, page 3
8.In an appropriate place in your filing, please define "average repair order per visit" and
"unit count."
Growing Our Brands with New Locations, page 6
9.We note that you state that you have grown your unit count at a CAGR of 8% since 2015.
Please disclose the growth rate separately for each of your franchised-stores and

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Page 3
company-owned stores.
Pursue Accretive M&A in Existing and New Service Categories, page 8
10.We note your disclosure that "Driven Brands is optimally positioned to continue its long
and successful track record of acquisitions, both in [y]our existing service categories as
well as into new, complementary ones, and [you] maintain an actionable pipeline of M&A
opportunities."  Please disclose whether you have any current plans to enter into a merger
or acquisition, and if so, whether you will use any proceeds from this offering to fund
such merger or acquisition.  In this regard, we note your disclosure on page 54 that
"[w]hile [you] currently have no specific plan for the use of the remaining net proceeds of
this offering, [you] anticipate using a significant portion of these proceeds to implement
[y]our growth strategies."  See Instruction 6 to Item 504 of Regulation S-K.
Risk Factors
Risks Relating to Our Business
"Our business is affected by the financial results of our franchisees.", page 18
11.We note your disclosure that if your franchisees are unable to obtain adequate sources of
financing, "[you] may be required to assume the responsibility for additional lease
payments on domestic locations."  Please clarify the circumstances under which you
would be required to assume lease payments for franchisees, and whether and to what
extent you are currently liable for franchisee lease payments.
"Our failure to build and maintain relationships with insurance partners could adversely affect
our business.", page 22
12.In an appropriate place in your filing, please briefly describe the material terms of your
performance-based agreements with insurance companies, including their typical duration
and conditions to termination.
"Our failure or our franchisees' failure to comply . . .", page 27
13.We note your disclosure that "some states and localities have passed state and local laws
mandating the provision of certain levels of health benefits by some employers."
Considering your disclosure elsewhere that your operations are concentrated in certain
states, please disclose whether and to what extent these state and local laws impact your
current operations, including, specifically, whether these states and localities include
states in which your operations are concentrated.
Risks Relating to the Franchisees
"Franchise documents are subject to termination and non-renewal.", page 37
14.We note your disclosure that "[u]nder certain circumstances a franchise document may be
terminated by the franchisor under the franchise document upon notice without an
opportunity to cure."  Please briefly describe these circumstances.  In addition, to the

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 Comapany NameRC Driven Holdings LLC
 April 23, 2020 Page 4
 FirstName LastNameJonathan Fitzpatrick
RC Driven Holdings LLC
April 23, 2020
Page 4
extent material, please disclose the percentage of franchise documents with terms that
expire in 2020, and the overall renewal rate for your franchisees, to the extent this
information is available.
Use of Proceeds, page 54
15.You state that you currently expect to use a portion of the proceeds from this offering to
prepay senior notes.  Please include in selected financial data, pro forma earnings per
share for the most recent fiscal year that gives effect to the number of shares necessary to
be issued to produce net proceeds sufficient to prepay the senior notes, along with the net
of tax effect on interest expense on earnings available for common shareholders.  Please
include a footnote description of the pro forma EPS calculation.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for 2019 Compared to 2018
Operating Expenses, page 64
16.We note that bad debts expense tripled in the fiscal year 2019 compared to fiscal 2018, yet
there is no specific discussion of this fluctuation in your discussion of results of
operations.  While you state 12% of the 13% increase in SG&A was due to acquisitions, it
is unclear how this disproportionate increase affected SG&A and whether it it is indicative
of a deterioration in accounts and notes receivable.  Please advise the reason for the
increase and consider a discussion under the appropriate heading in MD&A.
17.You state that you did not incur any acquisition costs in 2018, yet you state in Note 2 that
you excluded $1 million of expenses related to one-time transaction costs in 2018.  Please
supplementally explain what appears to be a discrepancy or revise.
Segment Results of Operations for 2019 Compared to 2018, page 66
18.We note that revenue increased in both your Paint, Collision & Glass and Maintenance
segments due to same store sales growth and increased store count.  Please disclose the
the percentage of same store sales growth and increased store count that are attributable
each to company-operated stores and franchised stores.
Long-term Debt, page 68
19.We note that your Senior Notes, Variable Funding Note, and Income Tax Receivable
Agreement have interest rates that are or may be tied to LIBOR.  Please update the
relevant disclosure to reflect the expected discontinuation of LIBOR, and amend your risk
factor disclosure to discuss the related risks, if any.
Our Opportunity: The Large, Growing, Recession-Resistant Highly Fragmented Auto Services
Industry, page 77
20.We note your disclosure in footnote 2 that the information in the graphic on page 78 is

 FirstName LastNameJonathan Fitzpatrick
 Comapany NameRC Driven Holdings LLC
 April 23, 2020 Page 5
 FirstName LastName
Jonathan Fitzpatrick
RC Driven Holdings LLC
April 23, 2020
Page 5
"[b]ased on management estimates using internal knowledge in addition to information
derived from publicly available third party sources."  Please identify these third party
sources.
Recent Growth and Performance, page 77
21.We note footnote 1 to the graphic in this section, which states that "2019 revenue includes
$66 million of advertising contributions in accordance with [y]our adoption in 2018 of
Accounting Standards Codification Topic 606, Revenue from Contracts with Customers."
Please revise your disclosure to clarify whether this adoption affects the comparability of
2019 revenue to prior periods, and the "growth" in CAGR shown in your graphic.
22.We note your statement that "the majority of system-wide costs are borne by the
franchisees themselves."  Please define "system-wide costs."  Also, for context, please
provide a brief description of the extent to which you are responsible for system-wide
costs, compared to franchisees.
Proven Ability to Drive and Integrate Highly Accretive M&A, page 81
23.We note your disclosure that "many" of your acquisitions are "tuck-in acquisitions of
independently-owned shops that are highly value accretive when integrated into [y]our
platform."  For context, please explain how the structure of these acquisitions result
in "highly accretive" value when integrated into your platform.  Further, please
describe the other types of acquisitions you have historically engaged in, and how these
acquisitions add value to your business.
The Strategies that Will Continue Our Track Record of Growth
Grow our Brands with New Locations, page 81
24.You disclose that you have "the potential to more than triple [y]our store base to over
10,000 locations in North America within [y]our existing service categories."  For context,
please provide a time frame for this expected growth.
Platform Services Segment
PH Vitres D'Autos, page 86
25.Please define "active customers," and "captive customers."
Franchising Strategy, page 89
26.You disclose that "[you] have multiple attractive franchise models that result in [y]our
strong track record of opening stores with existing and new franchisees."  Please briefly
describe each of your franchise models, including how you generate revenue from each
model.

 FirstName LastNameJonathan Fitzpatrick
 Comapany NameRC Driven Holdings LLC
 April 23, 2020 Page 6
 FirstName LastName
Jonathan Fitzpatrick
RC Driven Holdings LLC
April 23, 2020
Page 6
Franchise Agreements, page 90
27.We note your disclosures that "royalties [are] typically based on a percentage of gross
sales," and "contributions towards national and local advertising funds [are] also typically
based on a percentage of gross sales."  Please briefly describe the other measures upon
which you base royalties and contributions towards advertising funds.  Please also
disclose the percentage of franchisees that pay royalty fees based on a percentage of retail
sales versus a flat amount.  Please disclose the material terms of such agreements,
including obligations you have to your franchisees.  Please also discuss the amount of
control you have regarding the day-to-day operations of the franchisees.
Report of Independent Registered Public Accounting Firm, page F-2
28.Please explain to us why your auditors are unable to present a signed opinion on the
financial statements until ". . . issuance of the financial statements, which include the date
of change in segments . . . ."
Note 1. Description of Business and Summary of Significant Accounting Policies
Intangible Assets Including Goodwill, page F-13
29.You indicate goodwill is tested for impairment at the reporting unit level.  On page F-18
you disclose, among other things, goodwill on acquisitions by reportable segment.
Similarly you disclose goodwill by reportable segment on page F-28.  Given the
significance of goodwill to your balance sheet, please consider providing more granular
disclosure of the level at which you evaluate goodwill for impairment.  In this regard,
please advise whether your operating segments are the same as your reportable segments.
Advertising Funds, page F-16
30.Please supplementally explain how advertising fund contributions and expenditures by
fund operate.  In this regard, we note that any excess of advertising fund contributions
over expenditures are reported as a deferred liability while an excess of advertising fund
expenditures over contributions will reduce net income for funds that carried a deficit into
the current period.
Financial Statements
Note 6. Long-term Debt, page F-22
31.You state that, "[a]s a result of the restrictions described above, $638 million of the
subsidiaries net assets are effectively restricted in their ability to be transferred to RC
Driven Holdings, LLC, as of December 28, 2019."  Please advise what consideration was
given to providing the information required by the disclosure requirements at Rule 4-
08(e)(3) of Regulation S-X and Schedule I at Rule 5-04 of Regulation S-X.
32.You define "the Issuer" as Driven Brands Funding, LLC on page F-22 whereas on page ii
you define the issuer as RC Driven Holdings LLC.  Given your Series Notes are

 FirstName LastNameJonathan Fitzpatrick
 Comapany NameRC Driven Holdings LLC
 April 23, 2020 Page 7
 FirstName LastName
Jonathan Fitzpatrick
RC Driven Holdings LLC
April 23, 2020
Page 7
obligations of the Issuer and are guaranteed by Driven Funding Holdco, LLC in the
instance of the Series 2019-1 Notes, and are guaranteed by the Securitization Entities for
the remainin