United States securities and exchange commission logo

                               January 13, 2021

       Barbara Guiterrez
       Chief Financial Officer
       TCO Group Holdings, Inc.
       8950 E. Lowry Boulevard
       Denver, Colorado 80230

                                                        Re: TCO Group Holdings,
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted December
17, 2020
                                                            CIK No. 0001834376

       Dear Ms. Guiterrez:

              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

             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

       Draft Registration Statement on Form S-1

       Prospectus Summary, page 1

   1.                                                   We note your statements
throughout the prospectus that the company is "the leading"
                                                        healthcare delivery
platform focused on providing all-inclusive, capitated care to high-
                                                        cost, dual eligible
seniors. Please substantiate this claim or revise to express the statement
                                                        as a belief.
 Barbara Guiterrez
TCO GroupLastNameBarbara
            Holdings, Inc. Guiterrez
January 13,NameTCO
           2021       Group Holdings, Inc.
Page 2 13, 2021 Page 2
FirstName LastName
2.       We note your statement on page 13 that the vast majority of the
company's direct
         competitors are not-for-profit entities and the company is one of only
five for-profit PACE
         providers in the country. Please balance your discussion of the
benefits of the for-profit
         business model under which the company is currently operating with a
discussion of any
         associated drawbacks, contrasting the for-profit business model with
the not-for-profit
         business model in the managed healthcare industry.
3.       Please revise page 17 of the Summary to highlight that, under the
Director Nomination
         Agreement, your sponsors will have disproportionate representation on
your board, as
         described on page 52.
Risk Factors, page 25

4.       Given the length of your risk factor section, please revise to comply
with Regulation S-K
         Item 105(a) by relocating risks that could generically apply to any
registrant or offering to
         the end of the section under the caption    General Risk Factors.
5.       We note from the risk factor on page 57 that your forum selection
provision identifies the
         federal district courts of the United States as the exclusive forum
for the resolution of any
         complaint asserting a cause of action under the Securities Act,    and
that your security
         owners are deemed to have consented to this provision. We note that
Section 22 of the
         Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
         brought to enforce any duty or liability created by the Securities Act
or the rules and
         regulations thereunder. Therefore, please revise your prospectus to
state that there is
         uncertainty as to whether a court would enforce such provision and
that investors cannot
         waive compliance with the federal securities laws and the rules and
Forward-Looking Statements, page 61

6.       On page 62, you state,    [a]ll written and oral forward-looking
statements attributable to
         us, or persons acting on our behalf, are expressly qualified in their
entirety by these
         cautionary statements . . . .    Provide your analysis of why you
believe this disclaimer
         may apply to oral statements or statements made after the date of the
Management's Discussion and Analysis and Results of Operations
Liquidity and Capital Resources, page 92

7.       Please revise appropriate sections of your document to disclose that
the company used the
         proceeds from the senior secured term loan and existing cash to pay
$66.1 million in
         dividends in the fiscal year ended June 30, 2019, as disclosed in Note
18 to your financial
         statements, on page F-29. Also disclose the amount paid in total and
the amount paid
         from the credit agreement to repurchase 16,095,819 shares of common
stock and to cancel
         almost 17 million options, as disclosed in Note 20 on page F-30.
 Barbara Guiterrez
TCO GroupLastNameBarbara
            Holdings, Inc. Guiterrez
January 13,NameTCO
           2021       Group Holdings, Inc.
Page 3 13, 2021 Page 3
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Critical Accounting Policies
Reported and Estimated Claims, page 97

8.       You disclose on page 97 that you expect the range of your third-party
medical claims
         expense estimating risk to be within +/- 5-10% of actual medical claim
expenses. Please
         consider disclosing, to the extent material, details related to actual
and estimated member
         utilization of health care services for each period presented, as this
appears to be a primary
         driver of the variance.
9.       With respect to the tables of your incurred and paid claims
development, please include
         separate information about incurred claims and paid claims by year of
the incurred claim
         and present the information for the number of years for which claims
incurred typically
         remain outstanding and reconcile to the liability for reported and
estimated claims.
Certain Relationships and Related Party Transactions, page 144

10.      Please revise this section to clarify the relationships between the
parties for the PWD loan
         and the InnovoAge Sacramento MSA. Refer to Item 404(a)(1), (2) and (4)
of Regulation
         S-K. For the loan agreement, disclose the highest aggregate amount of
         outstanding during the periods reported, and the amount and rate of
interest paid and the
         amount of interest payable, as required by Item 404(a)(5) of
Regulation S-K. Please also
         file the agreements as exhibits pursuant to Item 601(b)(10) of
Regulation S-K or tell us
         why you believe such filing is not required.

11.      Please supplementally 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 Michael Fay at (202) 551-3812 or Kate Tillan at (202)
551-3604 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Abby Adams at (202) 551-6902 or Laura Crotty at (202) 551-7614 with any


                                                                Division of
Corporation Finance
                                                                Office of Life
cc:      Robert M. Hayward, P.C.