Correspondence 0001193125-23-142215 from Savers Value Village, Inc. (SVV)
Savers Value Village, Inc.
Date: May 11, 2023 · CIK: 0001883313 · Accession: 0001193125-23-142215
AI Filing Summary & Sentiment
File numbers found in text: 333-261850
Letter
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
May 11, 2023
CONFIDENTIAL
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Jennie Beysolow
Jennifer López-Molina
Division of Corporation Finance
Office of Trade & Services
Savers Value Village, Inc.
Registration Statement on Form S-1
Submitted March 30, 2023
File No. 333-261850
Ladies and Gentlemen:
On behalf of our client, Savers Value Village, Inc., a Delaware corporation (the “Company”), we are writing to respond to the comments set forth in the comment letter of the staff of the Securities and Exchange Commission (the “Staff”) dated April 20, 2023 (the “Comment Letter”) relating to the above-referenced Registration Statement. The Company has also revised the Registration Statement in response to the Staff’s comments, and, concurrently with delivery of this letter, filed with the Securities and Exchange Commission (the “Commission”) Amendment No. 8 to the Registration Statement (the “Registration Statement”) which reflects these revisions and generally updates certain information in the Registration Statement.
To assist your review, set forth below in bold are the comments of the Staff contained in the Comment Letter and immediately below each comment is the response of the Company with respect thereto or a statement identifying the location in the Registration Statement of the requested disclosure or revised disclosure. Please note that all references to page numbers in our responses refer to the page numbers of the above-referenced Registration Statement. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Registration Statement.
United States Securities and Exchange Commission
May 11, 2023
Page 2
The Company has asked us to convey the following as its responses to the Staff:
Amendment No. 7 to Registration Statement on Form S-1
Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 91
1. Please analyze changes in income tax expense from period to period.
Response to Comment 1
The Company respectfully acknowledges the Staff’s comment and in response has revised its disclosure on pages 99, 105 and 110 of the Registration Statement.
Comparison of fiscal year 2022 and fiscal year 2021
Cost of merchandise sold, exclusive of depreciation and amortization, page 92
2. You state the increase in cost of merchandise sold per pound processed resulted in part due to a shift in supply mix from hard goods toward soft goods. Please explain the relative impact of these components on your cost of merchandise sold per pound.
Response to Comment 2
The Company respectfully acknowledges the Staff’s comment and informs the Staff that it has removed the reference to supply mix and has revised its disclosure on page 101 of the Registration Statement filed on May 11, 2023. While the change in supply mix did impact the cost of merchandise sold per pound processed, the change did not materially affect our results of operations during the year ended December 31, 2022. The Company further notes that substantially all of the change in the cost of merchandise sold per pound processed (in excess of 90%) resulted from the absence of wage subsidies received by us in fiscal year 2022 as compared to fiscal year 2021, the increase in hourly wages paid to our team members, and a decrease in the percentage of inventory received from OSDs.
Notes to Consolidated Financial Statements
Note 15. Income Taxes, page F-30
3. Please explain to us and disclose as appropriate the relationship between the current foreign tax amounts in each year to income/loss before income taxes for foreign operations for the corresponding year shown in the tables on page F-30.
Response to Comment 3
The Company respectfully acknowledges the Staff’s comment and advises the Staff that the relationship between current foreign tax amounts and income (loss) before income taxes (“pretax income”) for foreign operations is primarily a result of differences between pretax income and taxable income (loss) for our Canadian business. Current foreign tax amounts were further impacted by the Canada Revenue Agency Settlement in fiscal year 2020. The Company has revised its disclosure on page F-32 to further describe this relationship.
****
United States Securities and Exchange Commission
May 11, 2023
Page 3
If the Staff has any questions concerning this response letter or requires further information, please do not hesitate to contact the undersigned at (212) 373-3445 or John C. Kennedy at (212) 373-3025.
Very truly yours,
/s/ Christodoulos
Kaoutzanis
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CORRESP
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filename1.htm
CORRESP
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New
York, New York 10019-6064
May 11, 2023
CONFIDENTIAL
VIA EDGAR
Securities and Exchange Commission
Division of Corporation
Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Jennie Beysolow
Jennifer López-Molina
Division of Corporation Finance
Office of Trade & Services
Savers Value Village, Inc.
Registration Statement on Form S-1
Submitted March 30, 2023
File No. 333-261850
Ladies and Gentlemen:
On behalf of our client,
Savers Value Village, Inc., a Delaware corporation (the “Company”), we are writing to respond to the comments set forth in the comment letter of the staff of the Securities and Exchange Commission (the “Staff”)
dated April 20, 2023 (the “Comment Letter”) relating to the above-referenced Registration Statement. The Company has also revised the Registration Statement in response to the Staff’s comments, and, concurrently with
delivery of this letter, filed with the Securities and Exchange Commission (the “Commission”) Amendment No. 8 to the Registration Statement (the “Registration Statement”) which reflects these revisions and
generally updates certain information in the Registration Statement.
To assist your review, set forth below in bold are the comments of
the Staff contained in the Comment Letter and immediately below each comment is the response of the Company with respect thereto or a statement identifying the location in the Registration Statement of the requested disclosure or revised disclosure.
Please note that all references to page numbers in our responses refer to the page numbers of the above-referenced Registration Statement. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Registration
Statement.
1
United States Securities and Exchange Commission
May 11, 2023
Page 2
The Company has asked us to convey the following as its responses to the Staff:
Amendment No. 7 to Registration Statement on Form S-1
Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 91
1.
Please analyze changes in income tax expense from period to period.
Response to Comment 1
The
Company respectfully acknowledges the Staff’s comment and in response has revised its disclosure on pages 99, 105 and 110 of the Registration Statement.
Comparison of fiscal year 2022 and fiscal year 2021
Cost of merchandise sold, exclusive of depreciation and amortization, page 92
2.
You state the increase in cost of merchandise sold per pound processed resulted in part due to a shift in
supply mix from hard goods toward soft goods. Please explain the relative impact of these components on your cost of merchandise sold per pound.
Response to Comment 2
The
Company respectfully acknowledges the Staff’s comment and informs the Staff that it has removed the reference to supply mix and has revised its disclosure on page 101 of the Registration Statement filed on May 11, 2023. While the
change in supply mix did impact the cost of merchandise sold per pound processed, the change did not materially affect our results of operations during the year ended December 31, 2022. The Company further notes that substantially all of the
change in the cost of merchandise sold per pound processed (in excess of 90%) resulted from the absence of wage subsidies received by us in fiscal year 2022 as compared to fiscal year 2021, the increase in hourly wages paid to our team members, and
a decrease in the percentage of inventory received from OSDs.
Notes to Consolidated Financial Statements
Note 15. Income Taxes, page F-30
3.
Please explain to us and disclose as appropriate the relationship between the current foreign tax amounts
in each year to income/loss before income taxes for foreign operations for the corresponding year shown in the tables on page F-30.
Response to Comment 3
The
Company respectfully acknowledges the Staff’s comment and advises the Staff that the relationship between current foreign tax amounts and income (loss) before income taxes (“pretax income”) for foreign operations is primarily a result
of differences between pretax income and taxable income (loss) for our Canadian business. Current foreign tax amounts were further impacted by the Canada Revenue Agency Settlement in fiscal year 2020. The Company has revised its disclosure on page
F-32 to further describe this relationship.
****
2
United States Securities and Exchange Commission
May 11, 2023
Page 3
If the Staff has any questions concerning this response letter or requires further information, please do not
hesitate to contact the undersigned at (212) 373-3445 or John C. Kennedy at (212) 373-3025.
Very truly yours,
/s/ Christodoulos
Kaoutzanis
Christodoulos Kaoutzanis
cc:
Securities and Exchange Commission
Ta Tanisha Meadows
Doug
Jones
Savers Value Village, Inc.
Mark Walsh
Jay Stasz
Richard Medway,
Esq.
Latham & Watkins LLP
Marc D. Jaffe, Esq.
Gregory P. Rodgers, Esq.
Brittany D. Ruiz, Esq.
3