April 23, 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
           Draft Registration Statement on Form S-1
           Submitted March 26, 2020
           CIK No. 0001804745

Dear Mr. Fitzpatrick:

       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 Offering Statement on Form S-1 Submitted March 26, 2020

Basis of Presentation, page ii

1.     Please clarify whether you differentiate between franchises and
company-operated stores
       when determining "same store base" and, therefore, "same store sales."
In addition, we
       note that same store sales is defined to include those stores open for
the given fiscal period
       in both the current year and comparable prior year periods. Please
clarify whether you
       include only stores that were open for the entire year period or for
another specific length
       of time, or if you also include stores that were open for only part of
that period.
2.     We note that "system-wide sales" and "store count" include both
company-operated stores
       and franchised stores. We further note that these metrics are used to
assess net unit
       growth and drivers of trends in system-wide sales, franchise royalties
and fees revenue
 Jonathan Fitzpatrick
FirstName LastNameJonathan Fitzpatrick
RC Driven Holdings LLC
Comapany NameRC Driven Holdings LLC
April 23, 2020
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FirstName LastName
         and company-operated store sales. Given that the company-operated
stores and
         franchised stores contribute to revenues in different ways, please
tell us how these metrics
         helps assess items such as trends in franchise royalties and
company-operated store sales.
         Please also revise your disclosure throughout to provide details of
which proportions
         represent your revenues versus franchisees' revenues, and clarify that
you generate only
         royalty revenue from the franchisees' revenues. Please similarly
provide the store count
         separately for company-operated stores and franchised stores.
Use of Non-GAAP Financial Information, page iii

3.       Please expand your disclosures to clarify why your non-GAAP measures
that exclude
         amortization of acquired intangible assets are useful to investors in
light of the fact that
         the related intangible assets appear to be directly related to the
generation of revenue.
Prospectus Summary
Driven Brands' Overview, page 1

4.       Please disclose the measure by which you are the "largest automotive
services company,"
         and the "leading automotive services provider in North America."
5.       Please define what you mean by "actionable" in your statement that you
have "an
         actionable franchise new unit pipeline of more than 400 committed
locations."
6.       You disclose that "[a]pproximately 84% of [y]our locations are
franchised, and [y]our
         asset-light business model generates consistent recurring revenue." To
provide context for
         this disclosure, please disclose the percentage of your revenue
attributable to franchised-
         stores compared to your company-operated stores. Please include
similar disclosure
         elsewhere in your prospectus, as appropriate.
Recent Growth and Performance, page 2

7.       We note the charts on page 2. Please include clarifying language, as
appropriate, that
         such charts are inclusive of both company-owned and franchised stores.
Please
         also disclose the store count and same store sales changes from 2015
to 2019 for
         company-owned stores and franchised stores separately. Please also
present your net
         income data in a chart.
Our Opportunity: The Large, Growing, Recession-resistant and Highly Fragmented
Automotive
Services Industry, page 3

8.       In an appropriate place in your filing, please define "average repair
order per visit" and
         "unit count."
Growing Our Brands with New Locations, page 6

9.       We note that you state that you have grown your unit count at a CAGR
of 8% since 2015.
         Please disclose the growth rate separately for each of your
franchised-stores and
 Jonathan Fitzpatrick
FirstName LastNameJonathan Fitzpatrick
RC Driven Holdings LLC
Comapany NameRC Driven Holdings LLC
April 23, 2020
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         company-owned stores.
Pursue Accretive M&A in Existing and New Service Categories, page 8

10.      We note your disclosure that "Driven Brands is optimally positioned to
continue its long
         and successful track record of acquisitions, both in [y]our existing
service categories as
         well as into new, complementary ones, and [you] maintain an actionable
pipeline of M&A
         opportunities." Please disclose whether you have any current plans to
enter into a merger
         or acquisition, and if so, whether you will use any proceeds from this
offering to fund
         such merger or acquisition. In this regard, we note your disclosure on
page 54 that
         "[w]hile [you] currently have no specific plan for the use of the
remaining net proceeds of
         this offering, [you] anticipate using a significant portion of these
proceeds to implement
         [y]our growth strategies." See Instruction 6 to Item 504 of Regulation
S-K.
Risk Factors
Risks Relating to Our Business
"Our business is affected by the financial results of our franchisees.", page
18

11.      We note your disclosure that if your franchisees are unable to obtain
adequate sources of
         financing, "[you] may be required to assume the responsibility for
additional lease
         payments on domestic locations." Please clarify the circumstances
under which you
         would be required to assume lease payments for franchisees, and
whether and to what
         extent you are currently liable for franchisee lease payments.
"Our failure to build and maintain relationships with insurance partners could
adversely affect
our business.", page 22

12.      In an appropriate place in your filing, please briefly describe the
material terms of your
         performance-based agreements with insurance companies, including their
typical duration
         and conditions to termination.
"Our failure or our franchisees' failure to comply . . .", page 27

13.      We note your disclosure that "some states and localities have passed
state and local laws
         mandating the provision of certain levels of health benefits by some
employers."
         Considering your disclosure elsewhere that your operations are
concentrated in certain
         states, please disclose whether and to what extent these state and
local laws impact your
         current operations, including, specifically, whether these states and
localities include
         states in which your operations are concentrated.
Risks Relating to the Franchisees
"Franchise documents are subject to termination and non-renewal.", page 37

14.      We note your disclosure that "[u]nder certain circumstances a
franchise document may be
         terminated by the franchisor under the franchise document upon notice
without an
         opportunity to cure." Please briefly describe these circumstances. In
addition, to the
 Jonathan Fitzpatrick
FirstName LastNameJonathan Fitzpatrick
RC Driven Holdings LLC
Comapany NameRC Driven Holdings LLC
April 23, 2020
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FirstName LastName
         extent material, please disclose the percentage of franchise documents
with terms that
         expire in 2020, and the overall renewal rate for your franchisees, to
the extent this
         information is available.
Use of Proceeds, page 54

15.      You state that you currently expect to use a portion of the proceeds
from this offering to
         prepay senior notes. Please include in selected financial data, pro
forma earnings per
         share for the most recent fiscal year that gives effect to the number
of shares necessary to
         be issued to produce net proceeds sufficient to prepay the senior
notes, along with the net
         of tax effect on interest expense on earnings available for common
shareholders. Please
         include a footnote description of the pro forma EPS calculation.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations for 2019 Compared to 2018
Operating Expenses, page 64

16.      We note that bad debts expense tripled in the fiscal year 2019
compared to fiscal 2018, yet
         there is no specific discussion of this fluctuation in your discussion
of results of
         operations. While you state 12% of the 13% increase in SG&A was due to
acquisitions, it
         is unclear how this disproportionate increase affected SG&A and
whether it it is indicative
         of a deterioration in accounts and notes receivable. Please advise the
reason for the
         increase and consider a discussion under the appropriate heading in
MD&A.
17.      You state that you did not incur any acquisition costs in 2018, yet
you state in Note 2 that
         you excluded $1 million of expenses related to one-time transaction
costs in 2018. Please
         supplementally explain what appears to be a discrepancy or revise.
Segment Results of Operations for 2019 Compared to 2018, page 66

18.      We note that revenue increased in both your Paint, Collision & Glass
and Maintenance
         segments due to same store sales growth and increased store count.
Please disclose the
         the percentage of same store sales growth and increased store count
that are attributable
         each to company-operated stores and franchised stores.
Long-term Debt, page 68

19.      We note that your Senior Notes, Variable Funding Note, and Income Tax
Receivable
         Agreement have interest rates that are or may be tied to LIBOR. Please
update the
         relevant disclosure to reflect the expected discontinuation of LIBOR,
and amend your risk
         factor disclosure to discuss the related risks, if any.
Our Opportunity: The Large, Growing, Recession-Resistant Highly Fragmented Auto
Services
Industry, page 77

20.      We note your disclosure in footnote 2 that the information in the
graphic on page 78 is
 Jonathan Fitzpatrick
RC Driven Holdings LLC
April 23, 2020
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         "[b]ased on management estimates using internal knowledge in addition
to information
         derived from publicly available third party sources." Please identify
these third party
         sources.
Recent Growth and Performance, page 77

21.      We note footnote 1 to the graphic in this section, which states that
"2019 revenue includes
         $66 million of advertising contributions in accordance with [y]our
adoption in 2018 of
         Accounting Standards Codification Topic 606, Revenue from Contracts
with Customers."
         Please revise your disclosure to clarify whether this adoption affects
the comparability of
         2019 revenue to prior periods, and the "growth" in CAGR shown in your
graphic.
22.      We note your statement that "the majority of system-wide costs are
borne by the
         franchisees themselves." Please define "system-wide costs." Also, for
context, please
         provide a brief description of the extent to which you are responsible
for system-wide
         costs, compared to franchisees.
Proven Ability to Drive and Integrate Highly Accretive M&A, page 81

23.      We note your disclosure that "many" of your acquisitions are "tuck-in
acquisitions of
         independently-owned shops that are highly value accretive when
integrated into [y]our
         platform." For context, please explain how the structure of these
acquisitions result
         in "highly accretive" value when integrated into your platform.
Further, please
         describe the other types of acquisitions you have historically engaged
in, and how these
         acquisitions add value to your business.
The Strategies that Will Continue Our Track Record of Growth
Grow our Brands with New Locations, page 81

24.      You disclose that you have "the potential to more than triple [y]our
store base to over
         10,000 locations in North America within [y]our existing service
categories." For context,
         please provide a time frame for this expected growth.
Platform Services Segment
PH Vitres D'Autos, page 86

25.      Please define "active customers," and "captive customers."
Franchising Strategy, page 89

26.    You disclose that "[you] have multiple attractive franchise models that
result in [y]our
FirstName LastNameJonathan Fitzpatrick
       strong track record of opening stores with existing and new
franchisees." Please briefly
Comapany NameRC of your Holdings LLC
       describe each Driven franchise models, including how you generate
revenue from each
       model.
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FirstName LastName
 Jonathan Fitzpatrick
FirstName LastNameJonathan Fitzpatrick
RC Driven Holdings LLC
Comapany NameRC Driven Holdings LLC
April 23, 2020
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Franchise Agreements, page 90

27.      We note your disclosures that "royalties [are] typically based on a
percentage of gross
         sales," and "contributions towards national and local advertising
funds [are] also typically
         based on a percentage of gross sales." Please briefly describe the
other measures upon
         which you base royalties and contributions towards advertising funds.
Please also
         disclose the percentage of franchisees that pay royalty fees based on
a percentage of retail
         sales versus a flat amount. Please disclose the material terms of such
agreements,
         including obligations you have to your franchisees. Please also
discuss the amount of
         control you have regarding the day-to-day operations of the
franchisees.
Report of Independent Registered Public Accounting Firm, page F-2

28.      Please explain to us why your auditors are unable to present a signed
opinion on the
         financial statements until ". . . issuance of the financial
statements, which include the date
         of change in segments . . . ."
Note 1. Description of Business and Summary of Significant Accounting Policies
Intangible Assets Including Goodwill, page F-13

29.      You indicate goodwill is tested for impairment at the reporting unit
level. On page F-18
         you disclose, among other things, goodwill on acquisitions by
reportable segment.
         Similarly you disclose goodwill by reportable segment on page F-28.
Given the
         significance of goodwill to your balance sheet, please consider
providing more granular
         disclosure of the level at which you evaluate goodwill for impairment.
In this regard,
         please advise whether your operating segments are the same as your
reportable segments.
Advertising Funds, page F-16

30.      Please supplementally explain how advertising fund contributions and
expenditures by
         fund operate. In this regard, we note that any excess of advertising
fund contributions
         over expenditures are reported as a deferred liability while an excess
of advertising fund
         expenditures over contributions will reduce net income for funds that
carried a deficit into
         the current period.
Financial Statements
Note 6. Long-term Debt, page F-22

31.      You state that, "[a]s a result of the restrictions described above,
$638 million of the
         subsidiaries net assets are effectively restricted in their ability to
be transferred to RC
         Driven Holdings, LLC, as of December 28, 2019." Please advise what
consideration was
         given to providing the information required by the disclosure
requirements at Rule 4-
         08(e)(3) of Regulation S-X and Schedule I at Rule 5-04 of Regulation
S-X.
32.      You define "the Issuer" as Driven Brands Funding, LLC on page F-22
whereas on page ii
         you define the issuer as RC Driven Holdings LLC. Given your Series
Notes are
 Jonathan Fitzpatrick
RC Driven Holdings LLC
April 23, 2020
Page 7
      obligations of the Issuer and are guaranteed by Driven Funding Holdco,
LLC in the
      instance of the Series 2019-1 Notes, and are guaranteed by the
Securitization Entities for
      the remaining Series Note obligations, please explain how you analyzed
Rule 3-10 of
      Regulation S-X in the context of providing guarantor financial
statements. Please be
      detailed in your analysis.
       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
April 23, 2020 Page 7
cc:       John C. Kennedy
FirstName LastName