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United States securities and exchange commission logo
May 27, 2021
Michael K. Lester
President and Chief Executive Officer
LifeStance Health Group, Inc.
4800 N. Scottsdale Road, Suite 6000
Scottsdale, AZ 85251
Re: LifeStance Health
Group, Inc.
Registration
Statement on Form S-1
Filed May 17, 2021
File No. 333-256202
Dear Mr. Lester:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed May 17, 2021
Cover Page
1. We note that you have
added a page of graphics after the cover page. We note that the
information in the
third graphic is repeated in the Prospectus Summary and Business
sections but is shown
without the context of those sections. Please remove this page as its
prominence is not
appropriate. For guidance, refer to Securities Act Forms Compliance
and Disclosure
Interpretation 101.02.
We Have Experienced Significant Growth, page 3
2. We note your disclosure
that your revenue is generally derived from in-network insurance
coverage pursuant to
which your subsidiaries or affiliated practices are reimbursed for
patient services and
that your payor contracts are typically structured as fee-for-service.
Michael K. Lester
FirstName
LifeStance LastNameMichael
Health Group, Inc.K. Lester
Comapany
May NameLifeStance Health Group, Inc.
27, 2021
May 27,
Page 2 2021 Page 2
FirstName LastName
Please revise to clarify, if true, that with respect to your
affiliated practices your revenue is
derived from management fees negotiated under your management services
contracts.
Organizational Structure, page 54
3. We note your response to prior comment 2. Please revise your
organizational chart on
page 54 to also depict the Company's structure as it relates to the
Company's wholly-
owned centers and affiliated practices.
Use of Proceeds, page 55
4. We note your disclosure that you intend to use a portion of the net
proceeds from the
offering to repay amounts outstanding under your Existing Credit
Agreement. Please
specify the interest rates and maturity of the debt. Refer to
Instruction 4 to Item 504 of
Regulation S-K.
Our Payor Relationships, page 116
5. We note your response to prior comment 12 and reissue in part. Please
revise to identify
the payors which comprised 20% and 17% of your total revenue during
the three months
ended March 31, 2021. In this regard, we note the identities of these
key payors appear to
be material to an understanding of the business taken as a whole.
Principal and Selling Stockholders, page 149
6. Please revise the table on page 149 to add a column to reflect the
number of securities
being offered by each selling shareholder.
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.
Michael K. Lester
LifeStance Health Group, Inc.
May 27, 2021
Page 3
You may contact Tracie Mariner at 202-551-3744 or Brian Cascio at
202-551-3676 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Deanna Virginio at 202-551-4530 or Jeffrey Gabor at 202-551-2544 with
any other
questions.
Sincerely,
FirstName LastNameMichael K. Lester
Division of
Corporation Finance
Comapany NameLifeStance Health Group, Inc.
Office of Life
Sciences
May 27, 2021 Page 3
cc: Thomas Fraser, Esq.
FirstName LastName