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June 1, 2023
Mark Walsh
Chief Executive Officer
Savers Value Village, Inc.
11400 S.E. 6th Street, Suite 125
Bellevue, WA 98004
Re:Savers Value Village, Inc.
Registration Statement on Form S-1
Response dated May 25, 2023
File No. 333-261850
Dear Mark Walsh:
            We have reviewed your response letter 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 24, 2023 letter.
Response dated May 25, 2023
Use of Proceeds, page 75
1.Please explain to us how you determined the amount of the net proceeds associated with
increases/decreases in each of the offering price and number of shares offered.
2.You disclose on the bottom of page 75 you intend to invest the net proceeds of
the offering that are not used.  It appears the amount of debt to be repaid is $296.1 million
and the amount of net proceeds is $259.0 million, so it appears there will not be any net
proceeds available to invest.  Please advise and revise as appropriate.

 FirstName LastNameMark Walsh
 Comapany NameSavers Value Village, Inc.
 June 1, 2023 Page 2
 FirstName LastName
Mark Walsh
Savers Value Village, Inc.
June 1, 2023
Page 2
Capitalization, page 77
3.Please reconcile for us in detail the change between actual and as adjusted cash and cash
equivalents.  In so doing, consider revising your disclosure to clarify how the change was
determined.
4.You present here the actual and as adjusted issued and outstanding amounts of common
stock are 141,735 and 160,485, respectively.  Elsewhere in the filing amounts shown for
these respective shares are 141,702(,634) and 160,452(,634).  Please reconcile these
amounts and revise throughout the filing as appropriate.
5.Please reconcile for us in detail the change between actual and as adjusted total
stockholders' equity.  In so doing, consider revising your disclosure to clarify how the
change was determined.
Dilution, page 79
6.Please explain to us how you derived the as adjusted net tangible book deficit of $644.3
million.
Consolidated Statements of Stockholders' Equity, page F-5
7.Please clarify the number of shares of common stock at December 31, 2022 is consistent
with the amount in the consolidated balance sheets at the same date.  Also, verify the
summation of the share amounts in the common stock column for fiscal 2022.
Condensed Consolidated Statements of Stockholders' (Deficit) Equity, page F-37
8.Please clarify the number of shares of common stock at December 31, 2022 and April 1,
2023 is consistent with amounts presented elsewhere of the same dates.  Also, verify the
summation of the share amounts in the common stock column between these dates.
            You may contact Tatanisha Meadows at 202-551-3322 or Doug Jones at 202-551-3309 if
you have questions regarding comments on the financial statements and related matters. Please
contact Jennie Beysolow at 202-551-8108 or Jennifer López Molina at 202-551-3792 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Christodoulos Kaoutzanis