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                              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
 Jonathan Fitzpatrick
FirstName LastNameJonathan Fitzpatrick
RC Driven Holdings LLC
Comapany NameRC Driven Holdings LLC
May 29, 2020
Page 2
May 29, 2020 Page 2
FirstName LastName
         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
 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,
FirstName LastNameJonathan Fitzpatrick
                                                            Division of
Corporation Finance
Comapany NameRC Driven Holdings LLC
                                                            Office of Trade &
Services
May 29, 2020 Page 3
cc:       John C. Kennedy
FirstName LastName