SecProbe.io

CORRESP
 1
 filename1.htm

 Document Bob’s Discount Furniture, Inc. 434 Tolland Turnpike Manchester, CT 06042 January 30, 2026 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Nicholas Nalbantian Donald Field Ta Tanisha Meadows Rufus Decker Re: Bob’s Discount Furniture, Inc. Registration Statement on Form S-1 (File No. 333- 292627) Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Bob’s Discount Furniture, Inc., a Delaware corporation (the “ Company ”), hereby requests that the effective date for the registration statement referred to above be accelerated so that it will be declared effective at 1:00 p.m. Eastern Time on January 30, 2026, or as soon as possible thereafter. The Company hereby authorizes Rachel D. Phillips and Craig E. Marcus of Ropes & Gray LLP, counsel to the Company, to orally modify or withdraw this request for acceleration. Please call Rachel D. Phillips or Craig E. Marcus of Ropes & Gray LLP, counsel to the Company, at (212) 841-8857 or (617) 951-7802 as soon as the registration statement has been declared effective. [ Signature page follows ] Very truly yours, BOB’S DISCOUNT FURNITURE, INC. By: /s/ Carl Lukach Name: Carl Lukach Title: Chief Financial Officer, Executive Vice President and Treasurer [ Signature Page to Acceleration Request ]

CORRESP
 1
 filename1.htm

 Document J.P. Morgan Securities LLC 270 Park Avenue New York, New York 10017 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 RBC Capital Markets, LLC 200 Vesey Street, 8th Floor New York, New York 10281 UBS Securities LLC 11 Madison Avenue New York, New York 10010 January 30, 2026 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Nicholas Nalbantian Donald Field Ta Tanisha Meadows Rufus Decker Re: Bob’s Discount Furniture, Inc. Registration Statement on Form S-1 Filed January 26, 2026, as amended File No. 333-292627 Acceleration Request Requested Date: January 30, 2026 Requested Time: 1:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as the representatives of the several underwriters (the “Representatives”), hereby join in the request of Bob’s Discount Furniture, Inc., a Delaware limited liability company (the “Company”), that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it will be declared effective at 1:00 p.m. Eastern Time, on January 30, 2026, or as soon thereafter as practicable, or at such other time thereafter as the Company or its outside counsel, Ropes & Gray LLP, may request by telephone to the staff of the Securities and Exchange Commission. Pursuant to Rule 460 under the Securities Act, we, as the Representatives, wish to advise you that we will take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statement. We, the undersigned Representatives, hereby represent that we are in compliance and will comply, and have been informed by the other participating underwriters that they are in compliance and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the offering pursuant to the above-referenced Registration Statement and Preliminary Prospectus. [ Signature Page Follows ] Very truly yours, J.P. Morgan Securities LLC Morgan Stanley & Co. LLC RBC Capital Markets, LLC UBS Securities LLC As Representatives of the several Underwriters J.P. MORGAN SECURITIES LLC By: /s/ Brittany Collier Name: Brittany Collier Title: Managing Director MORGAN STANLEY & CO. LLC By: /s/ Jon Sierant Name: Jon Sierant Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ Hugh Paisley Name: Hugh Paisley Title: Managing Director UBS SECURITIES LLC By: /s/ Alejandra Anzaldo Name: Alejandra Anzaldo Title: Director By: /s/ Matthew Noble Name: Matthew Noble Title: Associate Director [ Signature Page to Underwriters’ Acceleration Request Letter ]

CORRESP
 1
 filename1.htm

 Document ROPES & GRAY LLP 1211 AVENUE OF THE AMERICAS NEW YORK, NY 10036-8704 WWW.ROPESGRAY.COM January 9, 2026 VIA EDGAR AND ELECTRONIC MAIL U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Nicholas Nalbantian Donald Field Ta Tanisha Meadows Rufus Decker Re: Bob’s Discount Furniture, Inc. Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted December 8, 2025 CIK No. 002085187 Ladies and Gentlemen: On behalf of our client, Bob’s Discount Furniture, Inc. (the “ Company ”), we are filing with the Securities and Exchange Commission (the “ Commission ”), via EDGAR, the Registration Statement on Form S-1 (the “ Registration Statement ”), which reflects revisions to the above-referenced Amendment No. 2 to Draft Registration Statement confidentially submitted to the Commission on December 8, 2025. The Registration Statement has been revised to reflect responses to the comment letter addressed to the Company dated December 19, 2025 from the staff of the Commission (the “ Staff ”), as well as certain other updated information. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement. For reference purposes, the comment contained in the Staff’s letter dated December 19, 2025 is reproduced below in bold and the corresponding responses are shown below the comment. All references to page numbers in the Company’s responses are to the page numbers in the Registration Statement. Amendment No. 2 to Draft Registration Statement on Form S-1 General 1. Please refer to the “Bob’s by the numbers” gatefold graphic. Please revise to balance your net revenue disclosure with net income or loss information for the same period Division of Corporation Finance Securities and Exchange Commission January 9, 2025 Page 2 Response to Comment 1: The Company supplementally advises the Staff that it has revised its disclosure on the “Bob’s by the numbers” gatefold graphic in the Registration Statement in response to the Staff’s comment to include the requested net income information. *          *          *          *          * We hope that the foregoing has been responsive to the Staff’s comments. If you should have any questions about this letter or require any further information, please call the undersigned at (212) 841-8857 or my colleague, Craig Marcus, at (617) 951-7802. Thank you in advance for your assistance. Very truly yours, /s/ Rachel D. Phillips Rachel D. Phillips of Ropes & Gray LLP Enclosures cc: William G. Barton, Bob’s Discount Furniture, Inc. Carl Lukach, Bob’s Discount Furniture, Inc. Ryan Schaffer, Bob’s Discount Furniture, Inc. Craig E. Marcus, Ropes & Gray LLP Marc D. Jaffe, Latham & Watkins LLP Adam J. Geraldi, Latham & Watkins LLP 2

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 December 19, 2025

William G. Barton
President & Chief Executive Officer
Bob's Discount Furniture, Inc.
434 Tolland Turnpike
Manchester, CT 06042

 Re: Bob's Discount Furniture, Inc.
 Amendment No. 2 to Draft Registration Statement on Form S-1
 Submitted December 8, 2025
 CIK No. 002085187
Dear William G. Barton:

 We have reviewed your amended draft registration statement and have the
following
comment(s).

 Please respond to this letter by providing the requested information
and either
submitting an amended draft registration statement or publicly filing your
registration
statement and non-public draft submissions on EDGAR. If you do not believe a
comment
applies to your facts and circumstances or do not believe an amendment is
appropriate, please
tell us why in your response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our December 2, 2025 letter.

Amendment No. 2 to Draft Registration Statement on Form S-1
General

1. Please refer to the "Bob's by the numbers" gatefold graphic. Please
revise to balance
 your net revenue disclosure with net income or loss information for the
same period.
 December 19, 2025
Page 2

 Please contact Ta Tanisha Meadows at 202-551-3322 or Rufus Decker at
202-551-
3769 if you have questions regarding comments on the financial statements and
related
matters. Please contact Nicholas Nalbantian at 202-551-7470 or Donald Field at
202-551-
3680 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Craig E. Marcus
</TEXT>
</DOCUMENT>

December 2, 2025
William G. Barton
President & Chief Executive Officer
Bob's Discount Furniture, Inc.
434 Tolland Turnpike
Manchester, CT 06042
Re:Bob's Discount Furniture, Inc.
Draft Registration Statement on Form S-1
Submitted September 19, 2025
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted November 5, 2025
CIK No. 002085187
Dear William G. Barton:
            We have reviewed your draft registration statement and your amendment to your draft
registration statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement and non-public draft submissions on EDGAR. If you do not believe a comment
applies to your facts and circumstances or do not believe an amendment is appropriate, please
tell us why in your response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
The Offering, page 17
Where you discuss the use of proceeds, quantify the amount that will be used to repay
the Term Loan Facility, and specify that borrowings under the Term Loan Facility
were used to pay the cash dividend to pre-IPO stockholders, including Bain Capital.
To the extent that any of the proceeds will be used to pay the cash dividend directly,
please also quantify this amount. Elsewhere that you discuss the Term Loan Facility,
explain that you are obligated to prepay the outstanding amount with 100% of the net
cash proceeds upon consummation of the IPO, as disclosed on page 125. If any 1.

December 2, 2025
Page 2
amount will remain outstanding under the Term Loan Facility following the IPO such
that you will be obligated to use 50% of annual excess cash flow (subject to a step-
down) to prepay the outstanding amount, disclose this as well. Include related risk
factor disclosure, as appropriate.
Summary Historical Consolidated Financial Data, page 18
2.Please revise your pro forma weighted average number of shares outstanding
computation (discussed in note 1) to limit the number of IPO shares included to
specific and appropriate use of proceeds items, such as the number of shares used to
repay debt.
3.Please revise the comparable sales growth title to refer to it as adjusted on pages 20
and 60, and anywhere else as adjusted amounts are presented. Also, present
comparable sales growth unadjusted whenever as adjusted amounts are presented.
Our business, results of operations and financial condition may be adversely affected by
global economic conditions and the effect of..., page 22
4.We note your disclosure on page 75 that you continue to be impacted by inflation,
including in the nine-month fiscal period ended September 28, 2025. Please
update this risk factor and Management's Discussion and Analysis to explain how
inflationary pressures have materially impacted your operations. In this regard, please
identify the types of inflationary pressures you are facing and clarify the resulting
impact(s) to the company and on your results of operations. Please also discuss any
mitigating factors you have taken, or may take, in response to inflation, such as price
increases which you discuss on page 75. We also note that you experienced declines
in comparable sales in both 2023 and 2024, which you attribute partially to inflation.
To the extent material, please explain whether there is a risk that your recent
comparable sales growth could be impacted by inflation.
Risks Related to Data Privacy and Information Technology
We rely extensively on computer systems to process transactions, summarize results and
manage our business. Disruptions in both our..., page 37
5.We note the inclusion of disclosure throughout referring to a system outage in 2024.
Please update this risk factor to address this outage and the related insurance
coverage, if material.
Certain of our directors may have conflicts..., page 44
6.Please discuss here or in a separate risk factor the possible conflicts of interest that
stem from management's decision to enter into $350 million term loan agreement to
pay a $423.3 million pre-IPO dividend to existing shareholders, including the majority
shareholder Bain Capital.
General
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. Please 7.

December 2, 2025
Page 3
contact the staff member associated with the review of this filing to discuss how to
submit the materials, if any, to us for our review.
            Please contact Ta Tanisha Meadows at 202-551-3322 or Rufus Decker at 202-551-
3769 if you have questions regarding comments on the financial statements and related
matters. Please contact Nicholas Nalbantian at 202-551-7470 or Erin Jaskot at 202-551-3442
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Craig E. Marcus