United States securities and exchange commission logo





                              November 27, 2023

       Gisele Remy
       Chief Financial Officer
       Auna S.A.
       46 A, Avenue JF Kennedy
       1855 Luxembourg
       Grand Duchy of Luxembourg

                                                        Re: Auna S.A.
                                                            Draft Registration
Statement on Form F-1
                                                            Filed October 30,
2023
                                                            CIK No. 0001799207

       Dear Gisele Remy:

                                                        We have reviewed your
draft registration statement and have the following comment(s).

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

               After reviewing the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional comments.

       Draft Registration Statement on Form F-1 submitted October 30, 2023

       Cover Page

   1.                                                   We note your disclosure
here that following the completion of the offering, Enfoca, your
                                                        controlling
shareholder, will maintain significant ownership of the company and voting
                                                        power. If true,
disclose on the cover page, in the prospectus summary and elsewhere as
                                                        appropriate, that you
will be a "controlled company" under exchange listing rules after the
                                                        offering, describe the
corporate governance exemptions available to you and whether you
                                                        plan to rely on such
exemptions, and include a risk factor regarding the risks to investors
                                                        of being a controlled
company.
   2.                                                   Please revise your
cover page to disclose, as you do on page 19, that because the class A
                                                        shares are non-voting,
investors in this offering will not vote on, among other matters, the
                                                        election and removal of
directors and fixing of director's compensation; your issuance of
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         debt securities; amendments to your articles of association; the sale,
in a single
         transaction, of assets with a value exceeding 50% of your share
capital; the merger, spin-
         off, division, reorganization, transformation or dissolution of the
Company; special
         investigations and audits; and the issuance of dividends.
3.       We note that you intend to apply to list your Class A ordinary shares
on the NYSE. Please
         revise the disclosure on the cover page to clarify whether the
offering is contingent upon
         final approval of your NYSE listing. Please ensure that the disclosure
is consistent with
         your underwriting agreement.
Summary, page 1

4.       Please revise your disclosure here at the outset of the summary to
include a brief
         description of the products and services you provide and the primary
markets you serve.
5.       The disclosure in the summary should be a balanced presentation of
your business. Please
         balance the description of    The Auna Way,    your competitive
strengths and key strategies
         with equally prominent disclosure of the challenges you face and the
risks and limitations
         that could harm your business or inhibit your strategic plans. For
example, but without
         limitation, revise your disclosure to also discuss challenges related
to integrating
         businesses you have recently acquired or will acquire, such as
increased costs, building
         and maintaining your brand   s reputation and your substantial
indebtedness.
6.       We note your disclosure here and throughout your filing that you have
grown and expect
         to continue to grow your operations through organic and inorganic
growth. We also note
         your disclosure on page 61 that, since 2019, you have completed seven
acquisitions.
         Please revise your disclosure as appropriate to clarify whether your
historical growth has
         been attributable primarily to these acquisitions, or the organic
growth of your operations.
The Auna Way, page 1

7.       Please address the following issues related to the description of your
business throughout
         your prospectus summary:

                We note your disclosure that "[y]our focus lies in providing
access to high-quality
              healthcare, incentivizing prevention and concentrating on some of
the high-
              complexity diseases that contribute the most to healthcare
expenditures." Please
              revise to clarify how your business model incentivizes
prevention. Please also define
              at first use the term "high-complexity diseases."

                You state here as well as on pages 60 and 109 that you "focus
on sustainable,
              deliberate and congruent growth." Please expand your disclosure
to discuss how your
              growth model has been "sustainable, deliberate and congruent,"
including how you
              define each of these terms.

                You state here and throughout the registration statement that
you provide "affordable
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              healthcare plans" and that your plans in Peru are "moderately
priced and innovative
              plans." Please revise your disclosure to clarify the meaning of
your statements that
              your plans are "affordable" and "moderately priced," including a
detailed discussion
              of the pricing of your plans and why they are considered
innovative.

                We note your disclosure on page 3 that you offer a vertically
integrated portfolio of
              "mono-risk" plans and selected general healthcare plans. Please
revise to clearly
              define "mono-risk" plans and to explain the principal differences
between a mono-
              risk plan and a general healthcare plan.

                We note your disclosure on page 3 that "almost all of [y]our
patients with an Auna
              health plan also utilize the Auna healthcare network in Peru and
[you] believe this
              contributes to the resulting outstanding medical outcomes,
patient experiences, and
              disciplined cost controls." Please revise your disclosure to
discuss the basis for your
              belief that patients with an Auna health plan who also use the
Auna network have
              outstanding outcomes, experiences and lower costs. Define what is
meant by
              "outstanding," and clarify how you determine that these patients
have "lower costs."

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

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

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

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

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

                you acquired Promotora M  dica Las Am  ricas S.A.,    one of
Colombia   s leading
              healthcare providers    and Instituto de Cancerolog  a,    one of
Colombia   s leading and
              largest private oncology hospitals.

                you acquired Dentegra,    a leading dental and visual insurer.


                you provide    first-class patient outcomes and experiences.

         Please revise your disclosure here and throughout the registration
statement to provide the
         basis for any statements, including any relevant metrics, regarding
your competitive
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         position and comparisons between your products and services and those
of your
         competitors. Refer to Item 4.B.7. of Form 20-F.
Our History, page 3

9.       We note your disclosure on page 5 discussing your revenues, profit,
and EBITDA for the
         relevant interim financial period presented in your filing. Please
revise your disclosure
         here to also discuss your indebtedness and negative working capital.
Our Competitive Strengths, page 7

10.      Please address the following related to your disclosure about your
competition:

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

                We note your statement on page 9 that you have "active
expansion plans in
              progress." Please revise your disclosure here as well as in your
Business section to
              discuss more specifically your active expansion plans currently
in progress.

                We note your statement on page 10 that you believe your
historical gross margin
              places you among the most profitable healthcare network operators
in South America
              "based on gross margins published by other publicly traded
healthcare companies in
              South America." Please revise to identify these publicly traded
competitors.
Our Future, page 11

11.      We note your disclosure on pages 11 and 115 that you plan to use
Dentegra as a platform
         to roll out general and specialized healthcare plans in Mexico,
including oncological
         plans. We also note your disclosure on page 3 that Dentegra is a
small insurance platform
         previously owned by Delta Dental that provides dental and vision
plans.    Please revise
         your disclosure here and in your Business section to address specific
challenges you may
         face growing this small platform focused on providing dental and
vision plans to a larger
         platform providing both general healthcare and specialized plans in
Mexico.
Corporate Structure, page 14

12.      Please revise your diagram or the related, narrative disclosure to
identify the parties
         holding the remaining percentage of the entities of which you do not
own 100%. Make
         conforming changes to your disclosure on page 114.
Risk Factors
Our revenues and results of operations are affected by . . ., page 32

13.      We note your disclosure that "a portion" of your revenue in your
Healthcare Services in
         Mexico segment is derived from fees charged at your facilities by
unaffiliate physicians.
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         Please revise your disclosure to provide an estimate of this portion
of revenue, if material.
         As a related matter, we note your disclosure on page 34 that "a
portion" of your income in
         your Healthcare Services in Mexico segment consists of rental income
received from
         tenants to whom you lease medical office space to at your properties.
Please disclose an
         estimate of this portion of you income, if material.
We are a holding company and all of our operations are conducted through our
subsidiaries . . .,
page 39

14.      We note your disclosure that your Mexican, Peruvian and Colombian
subsidiaries must
         maintain mandatory legal reserves, certain of your Peruvian and
Mexican subsidiaries
         must maintain minimum capital requirements, and your Colombian
subsidiaries must
         maintain certain capital allocations. Please revise your disclosure to
provide additional
         detail describing these required legal reserves, minimum capital
requirements, and capital
         allocations. Quantify the relevant requirements, where appropriate.
Please also
         disclose whether and to what extent your subsidiaries can currently
distribute cash to you,
         based on the above requirements. As a related matter, please briefly
describe or provide a
         cross reference to the restrictions related to your existing
indebtedness that limit or
         prohibit your subsidiaries from paying dividends, making other
distributions, and making
         loans to you.
Following the completion of the offering, Enfoca . . ., page 49

15.      You disclose that certain of your officers and a majority of your
directors may be
         employed by or otherwise affiliated with Enfoca. Please revise your
disclosure to identify
         each of your officers and directors that are currently employed by or
affiliated with
         Enfoca.
The disparity in the voting rights between the classes of our shares may have a
potential adverse
effect on the value of the class A shares, page 50

16.      Please revise this risk factor to also disclose that the dual-class
shares may have anti-
         takeover effects preventing a change in control transaction that Class
A shareholders
         might consider in their best interest. In addition, please disclose
that future issuances of
         Class B ordinary shares may be dilutive to holders of Class A ordinary
shares.
Use of Proceeds, page 53

17.      We note your disclosure that you intend to use the net proceeds from
the offering
         for general corporate purposes. Please revise to more specifically
identify the principal
         intended uses of the net proceeds and provide the estimated amounts
you intend to
         allocate to each identified purpose. If any material part of the
proceeds is to be used to pay
         indebtedness, please disclose the same and provide the information
required by Item
         3.C.4. of Form 20-F. If any material portion of the proceeds will be
used to finance
         acquisitions of other businesses, give a brief description of such
businesses and
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         information on the status of the acquisitions. If you do not have a
current, specific plan for
         the proceeds of this offering, please state this explicitly and
discuss the principal reasons
         for the offering. Refer to Item 3.C of Form 20-F.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
59

18.      We note your disclosure in a risk factor on page 37 that your ability
to roll out new and
         innovative products and services depends, in part, on    significant
investments in research
         and development.    We also note your disclosure on page and page 125
that you    rely on
         Auna Ideas, which is [y]our biomedical and innovation engine.
Please revise this section
         of your registration statement to provide a description of the company
  s research and
         development policies for the last three years. Refer to Item 5.C of
Form 20-F.
Factors Affecting Our Results of Operations, page 60

19.      Please briefly disclose how you calculate "rate of utilization."
Credit Agreements
Scotiabank Peru, page 76

20.      We note your disclosure here that    the Chiclayo Hospital Financing
Agreement contains
         consent requirements for certain transactions.    Please clarify
whether an equity offering,
         including this initial public offering, would require consent from
Scotiabank Per   and
         whether you have already obtained this consent.
Senior Secured Notes due 2028, page 76

21.      We note that you issued US$505.0 million aggregate principal amount of
Senior Secured
         Notes due 2028 and that these notes are subject to mandatory
redemption under certain
         circumstances, including if you undertake an equity offering. Please
clarify whether this
         initial public offering will trigger a mandatory redemption of your
notes. To the extent
         that a mandatory redemption will be triggered, please revise your
disclosure throughout
         the registration statement, including on your cover page, in your
summary, in the risk
         factors, and in the use of proceeds, as appropriate, to discuss the
impact of this mandatory
         redemption and any related risks to investors.
22.      We note that both your senior secured notes due 2028 and your senior
notes due 2025
         contain negative covenants and events of default. Please revise your
disclosure here to
         discuss in greater detail these negative covenants and events of
default. Please also revise
         your risk factors to include a discussion of risks related to your
notes due 2028 and 2025,
         including the financial covenants, negative covenants and events of
default.
Trends, page 77

23.      We note your disclosure that your expansions have, in certain cases,
 resulted in
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         temporary increases in costs.    Please revise your disclosure to
expand your discussion of
         the increased costs you have experienced with your past acquisitions,
including a
         discussion as to whether you expect to incur similar increased costs
with future expansion
         plans.
24.      We note that, throughout the discussion of your results of operations,
you refer to changes
         in line items due to circumstances related to COVID-19 or the
"normalization of the level
         of activity in the healthcare sector" after the COVID-19 pandemic.
Please revise your
         disclosure to discuss any current or potential trends related to
COVID-19, if material.
Business, page 109

25.      Please revise your Business section to include a description of the
seasonality, if any, of
         the company   s main business. Refer to Item 4.B.3 of Form 20-F.
Our Products and Services, page 114

26.      We note your disclosure throughout this section, related to certain of
your plans, that plans
         "differ" based on a plan member's age, and providing an average age
for your plan
         members. Please revise your disclosure to clarify how these plans
differ by age, including
         whether they increase or decrease with age, and how you expect the
variation in pricing to
         affect your business and operations.
Auna Mexico, page 114

27.      You disclose that you have identified a total addressable market of
more than 14.4 million
         potential members for oncological plans. Please revise to provide the
definition of
         total addressable market and explain how the 14.4 million was
calculated.
Oncosalud Peru, page 118

28.      We note your disclosure discussing the cancer survival rates of the
cohort of patients
         diagnosed between 2016 and 2021. Please revise your disclosure to
clarify how you
         calculated cancer survival rates, including the year in which you
calculated these survival
         rates for patients in the 2016 through 2021 cohort. Please also define
"the cohort of
         patients diagnosed between 2016 and 2021." In addition, you compare
this survival rate to
         various survival rates between 2007 and 2013 in the U.S. and U.K.
Please clarify how
         these statistics are comparable, given that they are from different
years and ranges of years
         and in different geographic locations. Finally, please clarify the
significance of
         maintaining MLR levels in your healthcare plans at around 51.2% as of
December 31,
         2022, while accomplishing certain cancer survival rates for patients
diagnosed between
         2016 and 2021.
Suppliers, page 130

29.      We note your disclosure here and in a risk factor on page 36 that you
rely on a limited
         number of suppliers of medical equipment and supplies needed to
provide your medical
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         services. To the extent your business depends on contracts with any of
your suppliers,
         please revise to discuss the material terms of those contracts and
file the contracts as
         exhibits to the registration statement. Refer to Item 601(b)(10) of
Regulation S-K.
Management, page 148

30.      Please revise your disclosure to discuss any arrangement or
understanding with major
         shareholders, customers, suppliers or others, pursuant to which any
person referred to in
         this section was selected as a director or member of senior
management. Refer to Item
         6.A.5 of Form 20-F.
31.      For each member of your board of directors, please revise to include
the date of expiration
         of the current term of office, if applicable, and the period during
which the person has
         served in that office. Refer to Item 6.C.1 of Form 20-F.
Related Party Transactions
Registration Rights Agreement, page 155

32.      We note that upon consummation of this offering, you will enter into a
registration rights
         agreement with certain of your shareholders, including your
controlling shareholder,
         Enfoca. We further note that pursuant to such agreement,    Enfoca may
require that [you]
         register for public resale under the Securities Act all ordinary
shares constituting
         registrable securities that they request be registered so long as the
securities requested to
         be registered in each registration statement have an aggregate
estimated market value of at
         least US$20 million or represent all of the remaining registrable
securities held by Enfoca
         or that would be owned upon conversion of all of the class B shares
held by Enfoca.
         Please revise your risk factors sections to disclose the risk to
investors related to this
         registration rights agreement, including that future sales thereunder
may depress the share
         price and include the earliest dates and the maximum number of shares
that the company
         may be required to register.
Description of Our Share Capital
Conversion, page 161

33.      We note your disclosure here that    [e]ach class B share that is not
subject to a pledge or
         security interest is convertible into one class A share automatically
upon any transfer that
         is not first determined by the board of directors to be a permitted
transfer in accordance
         with the Company   s articles of association.    Please revise to
explain what type of transfer
         constitutes a permitted transfer in accordance with your articles of
association.
Taxation
Luxembourg Tax Considerations, page 176

34.      It appears you intend to file a tax opinion regarding certain
Luxembourg tax matters as
         Exhibit 8.2. If you intend to file a short-form tax opinion, please
revise this section to state
         clearly where the disclosure is the opinion of named counsel, and to
ensure that the
 Gisele Remy
Auna S.A.
November 27, 2023
Page 9
      disclosure clearly identifies and articulates the opinion being rendered
with respect to each
      material tax consequence being opined upon. If there is uncertainty
regarding the tax
      treatment of the transactions, counsel may (1) issue a "should" or "more
likely than not"
      opinion to make clear that the opinion is subject to a degree of
uncertainty and (2) explain
      why it cannot give a firm opinion. For guidance, refer to Section III.B.2
of Staff Legal
      Bulletin 19.
Condensed Consolidated Interim Financial Statements
4. Trade Accounts Receivable, page F-13

35.   We note your weighted-average loss rate for corporate customers at June
30, 2023 ranged
      from 0.25% to 38.66%. For each of these categories of current and past
due amounts at
      June 30, 2023 for corporate customers, please tell us the amount of
receivables that were
      subsequently collected in cash and the amount of any receivables that
were subsequently
      impaired, as of a date in proximity to your response to this comment.
Please also explain
      to us the reason underlying any significant amounts of June 30, 2023
corporate customers
      accounts receivable that remain uncollected.
General

36.   Please supplementally provide us with copies of all written
communications, as defined in
      Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
      present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
      not they retain copies of the communications.
       Please contact Christie Wong at 202-551-3684 or Michael Fay at
202-551-3812 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Ansart at 202-551-4511 or Katherine Bagley at 202-551-2545 with
any other
questions.



                                                            Sincerely,

FirstName LastNameGisele Remy                               Division of
Corporation Finance
                                                            Office of
Industrial Applications and
Comapany NameAuna S.A.
                                                            Services
November 27, 2023 Page 9
cc:       Maurice Blanco
FirstName LastName