United States securities and exchange commission logo





                             March 5, 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.
                                                            Amendment No. 1 to
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted February
10, 2021
                                                            CIK No. 0001831097

       Dear Mr. Sell:

             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

       Prospectus Summary, page 1

   1.                                                   With reference to prior
comments 5 and 7, please revise the first paragraph of the
                                                        Overview to explain the
term    global capitation    and clarify your business platform/model
                                                        by briefly explaining
the nature of your arrangements with payors and primary care
                                                        physician groups.
Absent this discussion, we note that it is not possible to understand the
                                                        infrastructure and
payment model that you are highlighting in this paragraph or to assess
                                                        statements in this
paragraph and in the ensuing graphics concerning how this model is
                                                        revolutionary and
transformative.
 Steven J. Sell
Agilon Health Topco, Inc.
March 5, 2021
Page 2
2.       We note your revised disclosure in response to prior comment 9. Please
identify the 2019
         article that was published in the Journal of the American Medical
Association.
3.       We note your response to prior comment 7 and the revised disclosure
concerning your
         Physician Relationships on page 8. Please revise to clarify whether
Payors make FFS
         base compensation rate payments to the RBE or whether some of those
payments are
         made directly from the Payor to the physician groups.
Our Equity Sponsor and Organizational Structure, page 15

4.       We note your response to prior comment 13 that CD&R does not have any
duties,
         obligations or roles beyond that of a controlling shareholder.
Accordingly, please revise to
         remove the reference to CD&R as your "equity sponsor."
Summary Risk Factors, page 16

5.       Please revise to highlight the risk disclosure on page 35 which
explains that if the cost of
         medical care provided to your members exceeds the corresponding
capitation revenue you
         receive, then you may realize operating deficits, which are typically
not capped, and could
         lead to substantial losses.
Agilon Health Topco is a holding company with no operations of its own, page 56

6.       We note your revised disclosure in response to prior comment 15,
including that risk-
         bearing capital required by payors varies by payor and geography and
ranged from
         $50,000 to $12.0 million as of September 30, 2020. Please disclose the
minimum
         amount of capital your subsidiaries were required to maintain, in the
aggregate, as of the
         most recent practicable date.
Use of Proceeds, page 69

7.       We note your response to prior comment 16. Please revise to disclose
the approximate
         amount that you plan to use for the purpose of adding new physician
partnerships. To the
         extent that you do not have a current specific plan for a significant
portion of the
         remaining proceeds, please include a statement to this effect, discuss
the principal reasons
         for the offering and add risk factor disclosure.
Impact of COVID-19 Pandemic on Our Business, page 124

8.     We note your response to prior comment 20. With a view to revised
disclosure, please tell
FirstName LastNameSteven J. Sell
       us whether you are able to quantify how much lower your members' costs
were relative to
Comapany    NameAgilon
       the your           Health
                 expectations for Topco,  Inc. and whether this information
would provide insight
                                  the period,
March into  the potential
       5, 2021  Page 2 impact that COVID had on your business and expenses.
FirstName LastName
 Steven J. Sell
FirstName  LastNameSteven
Agilon Health  Topco, Inc. J. Sell
Comapany
March      NameAgilon Health Topco, Inc.
       5, 2021
March3 5, 2021 Page 3
Page
FirstName LastName
Payors, page 127

9.       We note your response to prior comment 22. Please revise your
disclosure on page 127 or
         elsewhere as applicable to explain the reason why you have multiple
contracts with certain
         payors such as Humana.
       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,

                                                             Division of
Corporation Finance
                                                             Office of Life
Sciences
cc:      Paul M. Rodel, Esq.