SecProbe.io

CORRESP
1
filename1.htm

    601 Lexington Avenue

    New York, NY 10022

    United States

    +1 212 446 4800

    Facsimile:

    +1 212 446 4900

    www.kirkland.com

March 18, 2026

VIA EDGAR / EMAIL

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers & Acquisitions

100 F Street, N.E.

Washington, D.C. 20549

Attention:
 	    Daniel Duchovny

 Re: Lands’ End, Inc.

Schedule TO-T filed by LEWHP, LLC

Filed February 26, 2026

File No. 005-38004

Dear Mr. Duchovny:

This letter sets forth the
responses of LEWHP, LLC (“Purchaser”), a wholly owned indirect subsidiary of WH Topco, L.P. (d/b/a WHP Global)
(“WHP Global” and, together with Purchaser, the “Offer Parties”), to the letter dated
March 4, 2026 from the staff of the Division of Corporate Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) regarding the above-referenced Tender Offer Statement on Schedule TO-T (the “Tender
Offer Statement”) filed by Purchaser with the Commission on February 26, 2026. Concurrently with the submission of this
letter, the Offer Parties are filing Amendment No. 1 to the Tender Offer Statement (“Amendment No. 1”) with
the Commission.

The Staff’s comments
are repeated below and are followed by the Offer Parties’ response. Statements about the Offer Parties or otherwise regarding actions
or acknowledgments of the Offer Parties are based on representations from the Offer Parties.

The Offer Parties do not believe
the changes reflected in Amendment No. 1 are material to the holders of the Shares and do not intend to extend the Offer following the
filing of Amendment No. 1. Capitalized terms used but not defined herein shall have the meanings set forth in the Tender Offer Statement.

Schedule TO-T

General

 1. Staff comment: Please provide us with your detailed legal analysis explaining why you do
not believe WH Topco, L.P., as parent of LEWHP, LLC, is a bidder in the offer. For guidance, refer to Rule 14d-1(g)(2), which defines
the term “bidder” as “any person who makes a tender offer or on whose behalf a tender offer is made,” and Section
II.D.2 of the Division of Corporation Finance’s “Current Issues and Rulemaking Projects Outline” (November 14, 2000;
available on our web site at www.sec.gov).

Division of Corporate Finance

March 18, 2026

Page 2

Response: In response to
the Staff’s comment, the Offer Parties have amended the Tender Offer Statement to include WHP Global as a bidder and an additional
filing person in Amendment No. 1.

Offer to Purchase -- Summary Term Sheet, page
1

 2. Staff comment: We note your disclosure on page 3 as to why you do not believe the financial
condition of the bidder to be material to the decision of security holders to tender their securities in the offer. We note that you are
outside the purview of Instruction 2 to Item 10 of Schedule TO, which articulates when financial statement are not material, because this
is a partial offer by non-reporting bidders. In addition, the offer is for approximately 7% of LE’s outstanding common shares, with
the possibility of acquiring an additional 2%. Under these circumstances, we believe that bidders’ financial statements and pro
formas are material. Please include the disclosure required by Item 10 of Schedule TO and Item 1010(a) and (b) of Regulation M-A. Additionally,
confirm that you will disseminate offer materials that include the referenced financial statement information.

Response: The Offer Parties
respectfully acknowledge the Staff’s comment and advise the Staff that they do not believe the financial information of the Offer
Parties is material to a holder’s decision to tender Shares in the Offer. Accordingly, the Offer Parties believe such financial
statements are not required to be included in the Tender Offer Statement.

Item 10 of Schedule TO requires disclosure
of financial information regarding the offeror, as specified in Item 1010(a)-(b) of Regulation M-A, only where material. Instruction 1
of Item 10 states that “[t]he facts and circumstances of a tender offer, particularly the terms of the tender offer, may influence
a determination as to whether financial statements are material, and thus required to be disclosed.” The Regulation M-A adopting
release (Release No. 33-7760, 34-42055; October 22, 1999) (the “Release”) identifies several factors for determining
materiality, including the bidder’s ability to pay for securities sought and whether the offer is subject to a financing condition.
As the Release notes, the Commission “believe[s] security holders may need financial information for the bidder when an offer is
subject to a financing condition so they can evaluate the terms of the offer, gauge the likelihood of the offer’s success and make
an informed investment decision.” Notably, the Release is consistent with the view that Instruction 2 of Item 10operates as a safe
harbor and therefore not the exclusive means for determining whether financial statements should be deemed material.1

In accordance with the above provisions
and Commission guidance, the Offer Parties respectfully submit that their financial information is not material to holders in determining
whether to tender their Shares because the information material to such holders is whether the Offer Parties have the financial resources
to pay for tendered Shares.

The information set forth below is also
disclosed in the Offer to Purchase:

 · The Offer is being made solely for cash.

 1 The full text of Instruction 2 of Item 10 of Schedule TO is as follows: “Financial statements are
not considered material when: (a) The consideration offered consists solely of cash; (b) the offer is not subject to any financing condition;
and either: (c) the offeror is a public reporting company under Section 13(a) or 15(d) of the Act that files reports electronically on
EDGAR, or (d) the offer is for all outstanding securities of the subject class. Financial information may be required, however, in a two-tier
transaction. See Instruction 5 below.” The Release describes the instruction as “specifying when the financial statements
of a bidder are not material and do not have to be provided” and states that “under the circumstances specified in the new
instruction, the burden of providing the bidder’s financial information in tender offer materials may outweigh the usefulness of
the information to security holders.”

Division of Corporate Finance

March 18, 2026

Page 3

 · The Offer is not subject to any financing condition.

 · The Offer Parties have access to sufficient funds to complete the Offer, including $250 million in committed
debt financing through the 2026 Incremental Term Facility pursuant to the fully executed Debt Commitment Letter from Morgan Stanley Senior
Funding, Inc., Jefferies Finance LLC, Deutsche Bank AG New York Branch, Bank of Montreal and Wells Fargo Bank, National Association. In
addition, as of January 31, 2026, WHP Global and its controlled affiliates had a revolving credit facility that allows for $175 million
in aggregate borrowings, all of which remains undrawn and is available to be drawn. As of January 31, 2026, WHP Global and its controlled
affiliates also had approximately $225 million in cash and cash equivalents on hand.

 · The total funds required to close the Offer will be approximately $100 million (assuming 2,222,222 Shares
are accepted for payment in the Offer), which is well within the available resources disclosed above.

 · Shares tendered and accepted for payment will be exchanged for cash, and holders of such Shares will have
no continuing interest in WHP Global after the Offer closes. Accordingly, the financial condition of WHP Global following the closing
of the Offer is not relevant to holders who may tender their Shares.

The Offer Parties respectfully acknowledge
the Commission’s additional guidance in footnote 195 to the Release, which states that the financial information of a bidder can
be material “when a bidder seeks to acquire a significant equity stake in order to influence the management and affairs of the target
[as] security holders need financial information for the prospective controlling security holder to decide whether to tender in the offer
or remain a continuing security holder in a company with a dominant or controlling security holder.”

However, the Offer Parties respectfully
submit that the concerns underlying footnote 195 are not implicated here. Even if the Offer is fully subscribed, Purchaser will own only
approximately 7.3% of the issued and outstanding Shares, which does not constitute controlling or dominant ownership in Lands’ End.
As disclosed in the Offer to Purchase, Lands’ End will remain a publicly traded company on Nasdaq following completion of the Offer,
and the Offer is not being conducted in connection with or anticipation of any going private transaction. Furthermore, as disclosed in
the Offer to Purchase, other than this Offer and the Transactions, the Offer Parties have no plans to initiate any material changes or
enter into any significant transactions with respect to Lands’ End, including mergers or similar transactions, asset sales, transfers
or dispositions, changes to the composition of the board of directors, the delisting of Shares or changes to the dividend policy.2

The Offer Parties respectfully advise
the Staff that, while Rule 14e-1(b) allows bidders to accept up to an additional 2% of the class of securities that is the subject of
the tender offer without an extension (17 CFR § 240.14e-1(e)), the Offer Parties will not accept Shares in excess of the Offer Cap
of 2,222,222 Shares.

Offer to Purchase -- Conditions of the Offer,
page 34

 3. Staff comment: We note that the tender offer is conditioned on the closing of the Transactions
and that the Transactions are conditioned on the closing of the tender offer. Please revise your disclosure to describe when and how the
determination of the satisfaction of the tender offer condition will be made.

 2 See, for example, Cottage Holdco B.V.’s Tender Offer Statement on
Schedule TO-T (File No. 005-87529) filed with the Commission February 13, 2019 and related correspondence filed with the Commission on
February 26, 2019 and Trawlers Limited’s Tender Offer Statement on Schedule TO-T (File No. 005-86956) filed with the Commission
on January 17, 2024 and related correspondence filed with the Commission on February 12, 2024.

Division of Corporate Finance

March 18, 2026

Page 4

Response: The Offer Parties
acknowledge the Staff’s comment regarding the interdependent nature of closing of the Offer and the closing of the Transactions.
In response, the Offer Parties have revised Section 15 — “Conditions of the Offer” to remove the condition that closing
of the Transactions occurs substantially concurrently with the closing of the Offer.

In addition, the Offer Parties have
revised the Tender Offer Statement to clarify the objective, pre-closing components against which the Transaction-related offer condition
(the MIPA Compliance Condition) will be tested.

As revised, the MIPA Compliance Condition
requires that, at the then-scheduled Expiration Time, Sellers have complied with and performed in all material respects their obligations
required to be complied with or performed by them pursuant to the Purchase Agreement at or prior to the closing of the Transactions.

The Offer Parties respectfully submit
that these revisions make clear to holders when and how the transaction-related offer condition will be determined to be satisfied. The
Offer to Purchase now explains that determination is made at a specific point in time (i.e., at the then-scheduled Expiration Time) and
is based on objective closing deliverables and certifications that must exist as of the then-scheduled Expiration Time.

 4. Staff comment: We note that you have reserved the right to assert the occurrence of any
of the conditions to the offer “at any time and from time to time.” Defining the conditions as an ongoing right that may be
asserted at any time and from time to time suggests that conditions to the offer may be raised or asserted after expiration of the offer.
Please be advised that all conditions to the offer, other than those subject to applicable law, must be satisfied or waived before the
expiration of the offer. Revise the disclosure to make clear that all conditions, other than those subject to government approvals, will
be satisfied or waived on or before expiration of the offer.

Response: In response
to the Staff’s comment, the Offer Parties have revised the penultimate paragraph of Section 15 — “Conditions of the
Offer” as follows to make clear that all Offer Conditions must be satisfied or waived prior to the expiration of the Offer and to
remove language suggesting that conditions may be asserted after expiration (additions are underlined and deletions are indicated by strikethrough
for convenience):

“The foregoing conditions are
for the sole benefit of WHP Global and Purchaser and, subject to the terms and conditions of the Purchase Agreement and the applicable
rules and regulations of the SEC, may be waived by WHP Global and Purchaser, in whole or in part at any time and from time to time prior
to the Expiration Time, in their sole discretion. The failure by WHP Global, Purchaser or any other affiliate of WHP Global
at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right, the waiver of any such right with respect
to particular facts and circumstances will not be deemed a waiver with respect to any other facts and circumstances and each such right
will be deemed an ongoing right that may be asserted at any time and from time to time.”

 5. Staff comment: Refer to the disclosure in the penultimate paragraph of this section relating
to your failure to exercise any of the rights described in this section. This language indicates that once an offer condition is triggered,
you may assert it at any time and from time to time. Note that when a condition is triggered and you decide to proceed with the offer
anyway, we believe that this constitutes a waiver of the triggered condition(s). Depending on the materiality of the waived condition
and the number of days remaining in the offer, you may be required to extend the offer and recirculate new disclosure to security holders.
You may not, as this language seems to imply, simply fail to assert a triggered offer condition and thus effectively waive it without
officially doing so. Please confirm your understanding supplementally.

Response: The Offer Parties
supplementally confirm their understanding of the Staff’s position regarding the waiver of triggered offer conditions and any resulting
obligation to extend the Offer and recirculate disclosure.

***

Division of Corporate Finance

March 18, 2026

Page 5

We hope that the foregoing
has been responsive to the Staff’s comment. If you have any questions related to this letter, please contact Sophia Hudson, P.C.,
of Kirkland & Ellis LLP by telephone at (212) 446-4750 or by email at sophia.hudson@kirkland.com.

    Sincerely,

    /s/ Sophia Hudson, P.C.

    Sophia Hudson, P.C.

 cc: Yehuda Shmidman

WH Topco, L.P.

Leia
Pearl Andrew

Kirkland & Ellis
LLP