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.
 Jonathan Fitzpatrick
Driven Brands Holdings Inc.
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
FirstName LastNameJonathan Fitzpatrick
       in calculating Adjusted EBITDA and Adjusted Net Income is appropriate in
light of your
Comapany    NameDriven
       growth            Brandsrefer
               strategy. Please  Holdings  Inc. 100.01 of the Non-GAAP
Financial Measures
                                      to Question
       Compliance
December   11, 2020 Disclosure
                     Page 2     and Interpretations.
FirstName LastName
 Jonathan Fitzpatrick
FirstName LastNameJonathan
Driven Brands  Holdings Inc. Fitzpatrick
Comapany11,
December   NameDriven
              2020      Brands Holdings Inc.
December
Page 3    11, 2020 Page 3
FirstName LastName
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.
 Jonathan Fitzpatrick
FirstName LastNameJonathan
Driven Brands  Holdings Inc. Fitzpatrick
Comapany11,
December   NameDriven
              2020      Brands Holdings Inc.
December
Page 4    11, 2020 Page 4
FirstName LastName
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.
 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
FirstName LastNameJonathan Fitzpatrick
18.    Please confirm that you intend to file the Car Wash Senior Credit
Facilities as exhibits to
Comapany
       yourNameDriven     Brands Holdings
            registration statement,          Inc.
                                    or tell us why you do not believe you are
required to do so.
       See 11,
December   Item2020
                601(b)(10)
                     Page 5 of Regulation S-K.
FirstName LastName
 Jonathan Fitzpatrick
FirstName LastNameJonathan
Driven Brands  Holdings Inc. Fitzpatrick
Comapany11,
December   NameDriven
              2020      Brands Holdings Inc.
December
Page 6    11, 2020 Page 6
FirstName LastName
        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