United States securities and exchange commission logo





                              January 17, 2021

       Steven J. Sell
       Chief Executive Officer
       Agilon Health Topco, Inc.
       1 World Trade Center, Suite 2000
       Long Beach, CA 90831

                                                        Re: Agilon Health
Topco, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Filed December 21,
2020
                                                            CIK No. 0001831097

       Dear Mr. Sell:

              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 Registration Statement on Form S-1

       Cover Page

   1.                                                   Based on your cover
page disclosure, it appears you intend to list your common stock on
                                                        an exchange. In your
first amendment to your draft registration statement, please identify
                                                        the exchange on which
you plan to list your common stock.
       Market and Industry Data, page ii

   2.                                                   Your statement that you
have not had third party information independently verified by
                                                        any independent sources
may imply an inappropriate disclaimer of responsibility with
                                                        respect to the third
party information. Please either delete the statement or specifically
                                                        state that you are
responsible for such information. Also, tell us whether you
 Steven J. Sell
Agilon Health Topco, Inc.
January 17, 2021
Page 2
         commissioned any of the market or industry data, including any
surveys, that you
         reference in the prospectus.
Prospectus Summary, page 1

3.       Please revise your Summary to eliminate repetitive disclosure and to
focus on the material
         aspects of your offering. Please note that the Summary should not
include a lengthy
         description of your industry, business strategies, strengths and
platform capabilities. We
         note that this detailed information is better suited for the body of
the prospectus and that
         your Business discussion already contains substantially the same
presentation.
4.       Please revise the Summary to balance the positive aspects of your
business with a
         similarly prominent discussion of risks and challenges you face in
pursuing this new
         business model. In this regard, we note numerous references to growth
and profitability
         without any reference to net losses or the relatively short period of
time you have been
         focusing on the Medicare line of business. Also, revise the opening
paragraph to explain
         that you entered your first physician partnership in 2017.
5.       Please revise the Summary to explain the meaning of all abbreviations
and defined terms
         at first use so that investors can understand the industry and your
business model.
6.       We refer to the graphics appearing at the top of page 1. Please revise
to highlight your
         "addressable market" rather than the much larger Medicare Market. Also
balance your
         revenue presentation by providing equally prominent disclosure
highlighting your net
         losses for the same 12-month period. With reference to the comment
above, also consider
         relocating these graphics from the very front of the Summary so that
investors have
         context to understand your industry, business model and results when
they encounter the
         graphics.
7.     Please revise the Overview to provide clarity to your business model by
including a brief,
       consolidated discussion that focuses on the contractual rights and
obligations contained in
       your arrangements with Payors and primary care physician groups so that
it is clear how
       everyone in the system is compensated/incentivized and so that investors
can understand
       the risks you are assuming and the key drivers to profitability. For
instance, and without
       limitation, we note disclosures contained elsewhere that:
           you are financially responsible for your physician partners
provision of a defined
            spectrum of healthcare services to your members, in exchange for a
defined monthly
            fee for each of your members and that you generally accept full
financial risk for
            members attributed to contracted primary care physicians;
           you pay a base compensation to some or all of your physician groups;
           your capitation arrangements with Payors are generally one to
three-years in duration
FirstName LastNameSteven       J. Sell
            and that in the future you will need to negotiate favorable terms
with key Payors such
Comapany as NameAgilon    Healthand
               Humana, Aetna       Topco,  Inc.
                                      United Healthcare; and
January    17,you
             2021indemnify
                   Page 2 Payors against third-party claims.
FirstName LastName
 Steven J. Sell
FirstName  LastNameSteven
Agilon Health  Topco, Inc. J. Sell
Comapany
January 17,NameAgilon
            2021        Health Topco, Inc.
January
Page 3 17, 2021 Page 3
FirstName LastName
8.       With reference to the disclosure on page 40, please revise your
disclosure on pages 1
         and 8 concerning the Direct Contracting Model to explain, if true,
that this program did
         not account for any of your revenues in the most recent nine-month
period.
9.       Please revise to identify the "2019 article" that you reference on
page 2 and the "recent
         surveys" that you reference on page 117.
10.      Please revise the first paragraph on page 4 to clarify the time frame
in which you
         measured the 46% growth.
11.      We refer to your disclosure on page 12 under the "Long-Term Economic
Model"
         heading. Please tell us your basis for claiming the ability to
generate significant, recurring
         and growing medical margin in concert with your physician partners
over the course of
         your long-term partnerships. In this regard, we note that your
agreements typically extend
         20 years and you entered your first agreement in 2017.
12.      With reference to your disclosure on pages 52, 136 and F-9, please
tell us, and revise, as
         applicable to explain whether your market opportunity is limited to
states where you will
         not be required to obtain an insurance license.
Our Equity Sponsor and Organizational Structure, page 16

13.      Please tell us why it is appropriate to identify CD&R as your "Equity
Sponsor." In this
         regard, please clarify whether CD&R has any duties, obligations or
roles beyond that of a
         controlling shareholder.
14.      Please tell us, and revise as applicable to clarify, whether the
Subsidiaries are wholly-
         owned risk bearing entities (RBEs) and independent practice
associations. In addition,
         revise your disclosures on page 127 to clarify whether your RBE
entities are wholly-
         owned. In this regard, your disclosure at the top of page 127 says
that they are wholly-
         owned entities while your disclosure in the second paragraph states
that physician groups
         historically are entitled to receive equity in their local RBE.
Agilon Health Topco is a holding company with no operations of its own, page 58

15.      We note your disclosure that you are a holding company with no
operations of your own
         and you depend on your subsidiaries to fund all of your operations and
expenses. We also
         note that you are contractually required, and may be required by state
laws or regulations,
         to maintain specific prescribed minimum amounts of capital in certain
subsidiaries. Please
         revise, where appropriate, to quantify the minimum amounts of capital
your
         subsidiaries are required to maintain and provide additional detail
regarding the nature of
         the contracts and state laws and regulations that impose such
requirements.
Use of Proceeds, page 70

16.      With reference to Item 504 of Regulation S-K, please revise to
identify the principal
         purposes and the approximate amount intended to be used for each such
purpose. For
 Steven J. Sell
FirstName  LastNameSteven
Agilon Health  Topco, Inc. J. Sell
Comapany
January 17,NameAgilon
            2021        Health Topco, Inc.
January
Page 4 17, 2021 Page 4
FirstName LastName
         instance, we note that your disclosure on page 26 indicates that you
will need to raise
         capital to fund start-up costs pertaining to the initial stages of
development for your
         physician partner relationships and program initiatives.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Estimates, Common Stock Valuation, page 101

17.      Once you have an estimated offering price or range, please explain to
us the reasons for
         any differences between the recent valuations of your common stock
leading up to the
         IPO and the estimated offering price. This information will help
facilitate our review of
         your accounting for equity issuances including stock based
compensation.
Overview, page 103

18.      Please revise your chart and graphics so that all information is
clearly legible and readers
         are able to tell what the graphic is intended to describe. For
example, please increase the
         font size of the text in the graphic on page 103.
Platform Capabilities, page 113

19.      We note your disclosure that in 2021, you anticipate working with 14
payors across a total
         of approximately 40 local contracts. Please also disclose the number
of current payors.
Impact of COVID-19 Pandemic on Our Business, page 125

20.      We note your disclosure that beginning in late March 2020 and
extending into the third
         quarter of 2020, your members incurred lower healthcare costs than you
would have
         otherwise expected, which resulted in lower medical services expenses
incurred. Please
         revise to quantify the amount of the decrease in medical services
expenses incurred.
Physicians, page 126

21.      We note the discussion of base compensation on page 127. Please revise
to explain your
         compensation arrangements with physician groups, if any, where base
compensation is not
         guaranteed.
Payors, page 127

22.      We note your disclosure that for the nine months ended September 30,
2020, Humana,
         Aetna and United Healthcare collectively represented approximately 69%
of your total
         revenue. With reference to page F-47, please identify the Payor that
accounted for 38% of
         your revenues for that period and 44% for FY2019. Also, file your
capitation
         contract with this Payor as an exhibit to your registration statement.
Competition, page 129

23.      We note your disclosure in the Summary and elsewhere explaining that
you have
 Steven J. Sell
Agilon Health Topco, Inc.
January 17, 2021
Page 5
      developed a first of its kind total care model, that many of your
accomplishments are
      industry-firsts and that you have implemented the first MA multi-payor,
globally capitated
      risk model with a community-based physician group in all of your diverse
anchor
      geographies. Please revise your disclosure in the Competition section to
explain whether
      your primary competitors have adopted the same model as you or whether
they employ a
      different or modified one. Also discuss whether they compete in your
anchor
      geographies.
Human Capital, page 130

24.   Please revise to indicate whether the 581 employees includes or excludes
the primary care
      physicians with whom you partner.
Consolidated Financial Statements for the Year Ended December 31, 2019
Note 17. Variable Interest Entities, page F-30

25.   We reference the disclosures that you consolidate the Risk Bearing
Entities (RBEs) as
      the primary beneficiary because you have: (i) the ability to control the
activities that most
      significantly impact the VIEs    economic performance; and (ii) the
obligation to absorb
      losses or right to receive benefits that could potentially be significant
to the RBEs. Please
      revise to also disclose the significant judgments and assumptions that
you considered in
      determining that those criteria were met and that you are the primary
beneficiary.
      Reference ASC 810-10-25-38.
General

26.   Please 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.
        You may contact Kristin Lochhead at (202) 551-3664 or Lynn Dicker at
(202) 551-
3616 if you have questions regarding comments on the financial statements and
related
matters. Please contact Deanna Virginio at (202) 551-4530 or Joe McCann at
(202) 551-
6262 with any other questions.



                                                             Sincerely,
FirstName LastNameSteven J. Sell
                                                             Division of
Corporation Finance
Comapany NameAgilon Health Topco, Inc.
                                                             Office of Life
Sciences
January 17, 2021 Page 5
cc:       Paul M. Rodel, Esq.
FirstName LastName