SEC Company Response from Grocery Outlet Holding Corp. (GO) (CIK 0001771515) (GO) — Jan 27, 2020
Grocery Outlet Holding Corp. (GO) (CIK 0001771515)
Date: Jan. 27, 2020 · CIK: 0001771515 · Accession: 0001193125-20-015423
AI Filing Summary & Sentiment
File numbers found in text: 333-236095
Letter
Simpson Thacher & Bartlett LLP
2475 HANOVER STREET
PALO ALTO, CA 94304
TELEPHONE: +1-650-251-5000
FACSIMILE: +1-650-251-5002
Direct Dial Number
+1-650-251-5110
E-mail Address
wbrentani@stblaw.com
VIA EDGAR
January 27, 2020
Re: Acceleration Request for Grocery Outlet Holding Corp.
Registration Statement on Form S-1 (File No. 333-236095)
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Scott Anderegg
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the requests of our client, Grocery Outlet Holding Corp., and of the underwriters that effectiveness of the above-referenced Registration Statement be accelerated to 4:05 p.m., Eastern Time, on January 29, 2020, or as soon as practicable thereafter. We ask, however, that the Securities and Exchange Commission staff not accelerate such effectiveness until we speak with you on that date.
Call me at (650) 251-5110 with any questions.
Very truly yours,
/s/ William B. Brentani
William B. Brentani
NEW YORK
BEIJING
HONG KONG
HOUSTON
LONDON
LOS ANGELES
SÃO PAULO
TOKYO
WASHINGTON, D.C.
January 27, 2020
VIA EDGAR
Re: Grocery Outlet Holding Corp.
Registration Statement on Form S-1
File No. 333-236095
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Scott Anderegg
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Grocery Outlet Holding Corp. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:05 p.m., Eastern Time, on January 29, 2020, or as soon as possible thereafter. In this regard, the Company is aware of its obligations under the Securities Act.
If you require any additional information with respect to this letter, please contact William Brentani (650-251-5110) of Simpson Thacher & Bartlett LLP.
[Signature Page Follows]
Very truly yours,
GROCERY OUTLET HOLDING CORP.
By:
/s/ Pamela B. Burke
Name: Pamela B. Burke
Title: Chief Administrative Officer, General Counsel and Secretary
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
January 27, 2020
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Scott Anderegg
Re: Grocery Outlet Holding Corp.
Registration Statement on Form S-1 (File No. 333-236095)
Request for Acceleration of Effective Date
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representative of the several underwriters, hereby join in the request of Grocery Outlet Holding Corp. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:05 PM, Eastern Time, on January 29, 2020, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Simpson Thacher & Bartlett LLP, request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Act, we, as representative of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
We, the undersigned, as representative of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
Very truly yours,
BOFA SECURITIES, INC.
Show Raw Text
CORRESP 1 filename1.htm CORRESP Simpson Thacher & Bartlett LLP 2475 HANOVER STREET PALO ALTO, CA 94304 TELEPHONE: +1-650-251-5000 FACSIMILE: +1-650-251-5002 Direct Dial Number +1-650-251-5110 E-mail Address wbrentani@stblaw.com VIA EDGAR January 27, 2020 Re: Acceleration Request for Grocery Outlet Holding Corp. Registration Statement on Form S-1 (File No. 333-236095) Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Scott Anderegg Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the requests of our client, Grocery Outlet Holding Corp., and of the underwriters that effectiveness of the above-referenced Registration Statement be accelerated to 4:05 p.m., Eastern Time, on January 29, 2020, or as soon as practicable thereafter. We ask, however, that the Securities and Exchange Commission staff not accelerate such effectiveness until we speak with you on that date. Call me at (650) 251-5110 with any questions. Very truly yours, /s/ William B. Brentani William B. Brentani NEW YORK BEIJING HONG KONG HOUSTON LONDON LOS ANGELES SÃO PAULO TOKYO WASHINGTON, D.C. January 27, 2020 VIA EDGAR Re: Grocery Outlet Holding Corp. Registration Statement on Form S-1 File No. 333-236095 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Scott Anderegg Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Grocery Outlet Holding Corp. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:05 p.m., Eastern Time, on January 29, 2020, or as soon as possible thereafter. In this regard, the Company is aware of its obligations under the Securities Act. If you require any additional information with respect to this letter, please contact William Brentani (650-251-5110) of Simpson Thacher & Bartlett LLP. [Signature Page Follows] Very truly yours, GROCERY OUTLET HOLDING CORP. By: /s/ Pamela B. Burke Name: Pamela B. Burke Title: Chief Administrative Officer, General Counsel and Secretary BofA Securities, Inc. One Bryant Park New York, New York 10036 January 27, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Scott Anderegg Re: Grocery Outlet Holding Corp. Registration Statement on Form S-1 (File No. 333-236095) Request for Acceleration of Effective Date Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representative of the several underwriters, hereby join in the request of Grocery Outlet Holding Corp. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:05 PM, Eastern Time, on January 29, 2020, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Simpson Thacher & Bartlett LLP, request by telephone that such Registration Statement be declared effective. Pursuant to Rule 460 under the Act, we, as representative of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus. We, the undersigned, as representative of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. [Signature page follows] Very truly yours, BOFA SECURITIES, INC. Acting on behalf of itself and the several Underwriters BOFA SECURITIES, INC. By: /s/ Michael Liloia Name: Michael Liloia Title: Director [Signature Page to Acceleration Request]