SecProbe.io

CORRESP
 1
 filename1.htm

 SAVERS VALUE VILLAGE, INC.
11400 S.E. 6th Street, Suite 125

 Bellevue, WA 98004

 May 13, 2025

 VIA EDGAR

 Division of Corporation Finance

 Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

 Attention:
 Kate Beukenkamp

 Division of Corporation Finance

 Office of Trade & Services

 Savers Value Village, Inc.
Registration Statement on
 Form S-3 (File No. 333-287208)

 Dear Kate Beukenkamp:

 Pursuant to Rule 461 of the
Securities Act of 1933, as amended, we hereby request that the effective date of the above-captioned Registration Statement on Form S-3
(the "Registration Statement") of Savers Value Village, Inc. (the "Company") be accelerated to May 14, 2025 at
5:30pm Eastern Time or as soon thereafter as may be practicable.

 We understand that the Staff
will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as
they relate to the issuance of the securities covered by the Registration Statement. It would be appreciated if, as soon as the Registration
Statement is declared effective, you would so inform Christodoulos Kaoutzanis of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212)
373-3445, with written confirmation sent to the address listed on the cover of the Registration Statement. Please contact Mr. Kaoutzanis
with any questions regarding the foregoing.

 *****

 Very truly yours,

 By:
 /s/ Michael Maher

 Name:
 Michael Maher

 Title:
 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 5, 2025

Mark Walsh
Chief Executive Officer
Savers Value Village, Inc.
11400 S.E. 6th Street, Suite 125
Bellevue, WA 98004

 Re: Savers Value Village, Inc.
 Draft Registration Statement on Form S-3
 Submitted April 28, 2025
 CIK No. 0001883313
Dear Mark Walsh:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Kate Beukenkamp at 202-551-3861 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Christodoulos Kaoutzanis
</TEXT>
</DOCUMENT>

CORRESP
1
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CORRESP

 J.P. Morgan Securities LLC

383 Madison Avenue

 New York, New York 10179

Jefferies LLC

 520 Madison Avenue

New York, New York 10022

 Goldman Sachs & Co. LLC

200 West Street

 New York, New York 10282

UBS Securities LLC

 1285 Avenue of the Americas

New York, New York 10019

 June 26, 2023

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

 Re: Savers Value Village, Inc.

Registration Statement on Form S-1

File No. 333-261850

Acceleration Request

 Requested Date: June 28,
2023

 Requested Time: 4:00 P.M. Eastern Time

Ladies and Gentlemen:

 In accordance with Rule 461 under the
Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Savers Value Village, Inc. (the “Company”) for acceleration of the effective date of
the above-referenced Registration Statement, requesting effectiveness as of 4:00 P.M., Eastern Time, on June 28, 2023, or at such later time as the Company or its outside counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP, may
request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

 Pursuant to Rule 460 under the
Act, we, as representatives of the several underwriters, wish to advise you that between June 20, 2023 through the date hereof we have distributed approximately 60 copies of the Company’s preliminary prospectus dated June 20, 2023 to
prospectus underwriters, dealers, institutional investors and others.

 We, the undersigned, as representatives 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,

J.P. MORGAN SECURITIES LLC

By:

/s/ Ratnabali Majumdar

Name: Ratnabali Majumdar

Title: Vice President

JEFFERIES LLC

By:

/s/ Mike Bauer

Name: Mike Bauer

Title: Managing Director

GOLDMAN SACHS & CO. LLC

By:

/s/ Ryan Cunn

Name: Ryan Cunn

Title: Managing Director

UBS SECURITIES LLC

By:

/s/ Evan Murphy

Name: Evan Murphy

Title: Director

By:

/s/ Hilbert Chen

Name: Hilbert Chen

Title: Associate Director

 [Signature Page to
Underwriters’ Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 SAVERS VALUE VILLAGE, INC.

11400 S.E. 6th Street, Suite 125

Bellevue, WA 98004

June 26, 2023

 VIA EDGAR

Division of Corporation Finance

 Securities and Exchange
Commission

 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 (File No. 333-261850)

 Dear Ms. Beysolow:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, we hereby request that the effective date of the above-captioned Registration
Statement on Form S-1 (the “S-1”) relating to the registration of 21,562,500 shares (including 2,812,500 shares to cover over-allotments) of the common
stock, par value $0.000001 per share, of Savers Value Village, Inc. (the “Company”) be accelerated to June 28, 2023 at 4:00 p.m. E.D.T. or as soon thereafter as may be practicable, or at such other time as the Company or its
outside counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP, may orally request via telephone call that the S-1 be declared effective.

We understand that the Staff will consider this request as confirmation by the Company of its awareness of its responsibilities under the
federal securities laws as they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact Christodoulos Kaoutzanis of Paul, Weiss, Rifkind, Wharton &
Garrison LLP at (212) 373-3445.

 *****

Very truly yours,

By:

/s/ Richard Medway

Name:

Richard Medway

Title:

General Counsel, Chief Compliance Officer and Secretary

CORRESP
1
filename1.htm

CORRESP

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

 New
York, New York 10019-6064

 June 23, 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 June 20, 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 June 22, 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. 10 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

June 23, 2023

  Page
 2

 The Company has asked us to convey the following as its responses to the Staff:

Amendment No. 9 to Registration Statement on Form S-1

Prospectus Summary

 Recent Developments

 Preliminary Estimated Unaudited Financial Results, page 18

1.
 Please include qualitative and quantitative disclosure by providing estimates for financial statement
line items such as operating expenses and material other expenses that give investors a sense of how your total operating costs were impacted for the same periods presented here, with a view to understanding whether there were any material trends
that differed from your historical results to put amounts provided into context. Regarding the impact of cost of merchandise sold on net income disclosed here, discuss the reason for the increase and how the increase in cost of merchandise sold, as
well as the related impact on the following key metrics you disclose elsewhere of cost of merchandise sold as a percentage of net sales and cost of merchandise sold per pound processed, for the periods presented compares to that for your recent
interim and annual historical periods and any associated known material trends.

 Response to Comment 1

 The Company respectfully acknowledges the Staff’s comment and refers the Staff to page 20 of the Registration Statement.

Recent Developments, page 18

2.
 We note your disclosure that your final results “may differ materially” from the estimates you
are presenting. If you choose to disclose preliminary results, you should be able to assert that the actual results are not expected to differ materially from that reflected in the preliminary results. Accordingly, please remove this statement, as
it implies that investors should not rely on the information presented.

 Response to Comment 2

The Company respectfully acknowledges the Staff’s comment and refers the Staff to page 19 of the Registration Statement.

****

 2

 United States Securities and Exchange Commission

June 23, 2023

  Page
 3

 If the Staff has any questions concerning the above responses to the Comment Letter or the draft Registration
Statement 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

United States securities and exchange commission logo
June 22, 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.
Amendment No. 9 to Registration Statement on Form S-1
Filed June 20, 2023
File No. 333-261850
Dear Mark Walsh:
            We have reviewed your amended registration statement 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 June 1, 2023 letter.
Amendment No. 9 to Registration Statement on Form S-1
Prospectus Summary
Recent Developments
Preliminary Estimated Unaudited Financial Results, page 18
1.Please include qualitative and quantitative disclosure by providing estimates for financial
statement line items such as operating expenses and material other expenses that give
investors a sense of how your total operating costs were impacted for the same periods
presented here, with a view to understanding whether there were any material trends that
differed from your historical results to put amounts provided into context. Regarding the
impact of cost of merchandise sold on net income disclosed here, discuss the reason for
the increase and how the increase in cost of merchandise sold, as well as the related

 FirstName LastNameMark Walsh
 Comapany NameSavers Value Village, Inc.
 June 22, 2023 Page 2
 FirstName LastName
Mark Walsh
Savers Value Village, Inc.
June 22, 2023
Page 2
impact on the following key metrics you disclose elsewhere of cost of merchandise sold as
a percentage of net sales and cost of merchandise sold per pound processed, for the
periods presented compares to that for your recent interim and annual historical periods
and any associated known material trends.
Recent Developments, page 18
2.We note your disclosure that your final results “may differ materially” from the estimates
you are presenting. If you choose to disclose preliminary results, you should be able to
assert that the actual results are not expected to differ materially from that reflected in the
preliminary results. Accordingly, please remove this statement, as it implies that investors
should not rely on the information presented.
            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

CORRESP
1
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CORRESP

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

 New
York, New York 10019-6064

 June 20, 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

Response dated May 25, 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 June 1, 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 is delivering concurrently with this letter a draft Amendment No. 9 to the Registration Statement which reflects these revisions and generally updates certain
information in the Registration Statement (the “Registration Statement”) in advance of the filing of the Registration Statement with the Securities and Exchange Commission (the “Commission”).

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 draft 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

June 20, 2023

  Page
 2

 The Company has asked us to convey the following as its responses to the Staff:

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.

 Response to Comment
1

 The Company respectfully acknowledges the Staff’s comment. The effect on the amount of net proceeds associated with a $1.00
(decrease) increase in the initial public offering price per share is derived as follows:

Effect of $1.00
Decrease

Effect of $1.00
Increase

 Change in initial public offering price per share

$
 (1.00
)

$
 1.00

 Multiplied by: Common shares included in this offering

18,750,000

18,750,000

 Change in gross proceeds from this offering

$
 (18,750,000
)

$
 18,750,000

 Estimated decrease (increase) in underwriting discounts and commissions and estimated offering
expenses payable

1,171,875

(1,171,875
)

 (Decrease) Increase in net proceeds from this offering

(17,578,125
)

17,578,125

 Rounded to nearest million

$
(17.6
)

$
17.6

 The effect on the amount of net proceeds associated with a 1.0 million (decrease) increase in the number
of shares offered is derived as follows:

Effect of 1
Million Share
Decrease

Effect of 1
Million Share
Increase

 Change in shares included in this offering

(1,000,000
)

1,000,000

 Multiplied by: Assumed initial public offering price of $16.00 per share

$
 16.00

$
 16.00

 Change in gross proceeds from this offering

$
 (16,000,000
)

$
16,000,000

 Estimated decrease (increase) in underwriting discounts and commissions and estimated offering
expenses payable

$
 1,000,000

$
(1,000,000
)

 (Decrease) Increase in net proceeds from this offering

(15,000,000
)

15,000,000

 Rounded to nearest million

$
(15.0
)

$
15.0

 The Company has also revised its disclosure on page 77 of the draft Registration Statement to disclose the
estimated change in underwriting discounts and commissions and estimated offering expenses payable by us for each of the sensitivity disclosures.

 2

 United States Securities and Exchange Commission

June 20, 2023

  Page
 3

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.

 Response to Comment 2

The Company respectfully acknowledges the Staff’s comment and refers the staff to the revised disclosure on pages 24 and 77 of the
draft Registration Statement.

 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.

 Response to Comment
3

 The Company respectfully acknowledges the Staff’s comment and refers the staff to the revised disclosure on pages 79 and
80 of the draft Registration Statement.

 .

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.

Response to Comment 4

 The
Company respectfully acknowledges the Staff’s comment and has revised its disclosures on pages 25, 66, 79, 80 and 181 of the draft Registration Statement to reflect the effect of common stock shares repurchased after April 1, 2023.

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.

 Response to
Comment 5

 The Company respectfully acknowledges the Staff’s comment and refers the Staff to the revised disclosure on
pages 79 and 80 of the draft Registration Statement.

 Dilution, page 79

6.
 Please explain to us how you derived the as adjusted net tangible book deficit of $644.3 million.

 Response to Comment 6

The Company respectfully acknowledges the Staff’s comment and refers the Staff to the revised disclosure on page 81 of the draft
Registration Statement. The revised disclosure provides a quantitative description of the reduction in net tangible book deficit after giving effect to the offering, the use of proceeds, and the share repurchase. In addition, please see the table
below for additional details regarding the computation of as adjusted net tangible book value.

 3

 United States Securities and Exchange Commission

June 20, 2023

  Page
 4

(in thousands)

Actual Net
Tangible
Book Deficit

Net
Proceeds
from this
Offering

Deferred
Offering
Costs (1)

Share
Repurchase (2)

Repayment of
Indebtedness (3)

As Adjusted
Net Tangible
Book Deficit

 Total Assets

$
1,705,059

$
272,250

$
(10,246
)

$
(503
)

$
(280,447
)

$
1,686,113

 Less: Goodwill

(682,061
)

—

—

—

—

(682,061
)

 Less: Intangible assets

(169,547
)

—

—

—

—

(169,547
)

 Less: Total liabilities

(1,753,473
)

—

—

—

270,717

(1,482,756
)

 Net tangible book Deficit

$
(900,022
)

$
272,250

$
(10,246
)

$
(503
)

$
(9,730
)

$
(648,251
)

(1)   As of April 1, 2023, the Company had $10.2 million of deferred offering costs capitalized
within prepaid expenses and other current assets. These deferred offering costs are applied against the net proceeds of this offering and reclassified to equity.

(2)   Subsequent to April 1, 2023, the Company repurchased 32,624 shares, resulting in a
reduction to cash and cash equivalents of $0.5 million.

 (3)   Reflects the use of the net
proceeds of $272.3 million received by us from this offering and an estimated $8.2 million of cash on the balance sheet toward the repayment of indebtedness, including accrued and unpaid interest and premium under the Term Loan Facility
and the Notes. The reduction to total liabilities of reflects payments of $272.3 million toward principal reduction under the Term Loan Facility and the Notes and $6.6 million toward accrued and unpaid interest and premium under the Term
Loan Facility and Notes, which are partially offset by an $8.1 million reduction of deferred debt issuance costs related to the prepayment of the Company’s debt.

    

   

   

 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.

Response to Comment 7

 The
Company respectfully acknowledges the Staff’s comment and refers the Staff to the revised disclosure on page F-5 of the draft Registration Statement.

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.

Response to Comment 8

 The
Company respectfully acknowledges the Staff’s comment and refers the Staff to the revised disclosure on page F-37 of the draft Registration Statement.

****

 4

 United States Securities and Exchange Commission

June 20, 2023

  Page
 5

 If the Staff has any questions concerning the above responses to the Comment Letter or the draft Registration
Statement 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.

 5

United States securities and exchange commission logo
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

CORRESP
1
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CORRESP

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

 New
York, New York 10019-6064

 May 25, 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 May 11, 2023

File No. 333-261850

Ladies and Gentlemen:

 On behalf of our client,
Savers Value Village, Inc., a Delaware corporation (the “Company”), we hereby confidentially submit in electronic form for nonpublic review the accompanying changed pages (the “Changed Pages”) to the Company’s
Registration Statement on Form S-1, filed with the Securities and Exchange Commission (the “Commission”) on May 11, 2023 (the “Registration Statement”). Capitalized terms
used in this letter that are not otherwise defined have the meanings ascribed to them in the Registration Statement.

 The Changed Pages
are marked to indicate changes from the Registration Statement and include, among other things, a reverse stock split, the indication of interest expressed by the Healthcare of Ontario Pension Plan in purchasing shares of the Company’s common
stock, information related to the Omnibus Incentive Plan, the preliminary midpoint of the price range for the Company’s common stock, the expected size of the primary and secondary components of the offering, certain information previously left
blank in the Registration Statement that is derived from the preliminary midpoint of the price range and the expected offering size (such as pro forma financial information and dilution information) and certain other related changes.

The Changed Pages and the below responses to the Comment Letter (as defined below) are being confidentially submitted to the Commission for
nonpublic view pursuant to the public filing guidelines announced by the Division of Corporation Finance on June 29, 2017 (the “Public Filing Guidelines”). The Company hereby acknowledges its agreement to the Public Filing
Guidelines.

 In addition, the Company has asked us to convey the following as its response to the Staff of the Commission (the
“Staff”) to the comments it received from the Staff in a letter, dated May 24, 2023 (the “Comment Letter”):

Amendment No. 8 to Registration Statement on Form S-1

Adjusted Operating Cash Flow, page 30

 1

 United States Securities and Exchange Commission

May 25, 2023

 Page 2

1.
 You add back interest paid on debt and dividend-related bonuses in arriving at the non- GAAP financial measure “adjusted operating cash flow.” It appears these adjustments are prohibited by Item 10(e)(1)(ii)(A) of Regulation S-K. Please revise to
remove these adjustments or advise.

 Response to Comment 1

The Company acknowledges the Staff’s comment and in response has deleted its disclosure as shown on pages 26, 28, 115 - 116 and 118 -
120 of the Registration Statement as reflected in the Changed Pages.

 Management’s Discussion and Analysis of Financial Condition and Results
of Operations

 Cash Flows

Comparison of three months ended April 1, 2023 ...

Cash (used in) provided by operating activities, page 112

2.
 You state the change resulted primarily from a $24.1 million special
one-time bonus and related taxes paid in fiscal 2023. After considering this, it appears operating cash flows for fiscal 2023 were $9.3 million compared to $1.6 million in the comparable prior year
period. It is not clear from your disclosure the reason for this increase. Please revise your disclosure as appropriate. Refer to Item 303(b) of Regulation S-K wherein it states “Where the financial
statements reflect material changes from period-to-period in one or more line items, including where material changes within a line item offset one another, describe the
underlying reasons for these material changes in quantitative and qualitative terms.”

 Response to
Comment 2

 The Company acknowledges the Staff’s comment and in response has revised its disclosure on page 111 of the
Registration Statement as reflected in the Changed Pages.

 General

3.
 To the extent your business operations are materially dependent on your agreement with Valvan Bailing
Systems NV, please disclose the material terms of such agreement. Also, please file such agreement as an exhibit to the registration statement, or tell us why you believe you are not required to do so. See Item 601(b)(10)(ii)(B) of Regulation S-K.

 Response to Comment 3

The Company acknowledges the Staff’s comment and in response refers the Staff to its disclosure on pages 146 - 147 of the
Registration Statement which summarized the material terms of our arrangements with Valvan Bailing Systems NV, and to Exhibits 10.5 and 10.6 of the Registration Statement which are forms of its agreements with Valvan Bailing Systems NV with respect
to a CPC facility and an ABP facility, respectively.

 ****

 2

 United States Securities and Exchange Commission

May 25, 2023

 Page 3

 If the Staff has any questions concerning the Changed Pages or the above responses to the Comment 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

United States securities and exchange commission logo
May 24, 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.
Amendment No. 8 to Registration Statement on Form S-1
Filed May 11, 2023
File No. 333-261850
Dear Mark Walsh:
            We have reviewed your amended registration statement 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 April 20, 2023 letter.
Amendment No. 8 to Registration Statement on Form S-1
Summary Financial and Other Data
Adjusted Operating Cash Flow, page 30
1.You add back interest paid on debt and dividend-related bonuses in arriving at the non-
GAAP financial measure "adjusted operating cash flow."  It appears these adjustments are
prohibited by Item 10(e)(1)(ii)(A) of Regulation S-K.  Please revise to remove these
adjustments or advise.

 FirstName LastNameMark Walsh
 Comapany NameSavers Value Village, Inc.
 May 24, 2023 Page 2
 FirstName LastName
Mark Walsh
Savers Value Village, Inc.
May 24, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Cash Flows
Comparison of three months ended April 1, 2023 ...
Cash (used in) provided by operating activities, page 112
2.You state the change resulted primarily from a $24.1 million special one time bonus and
related taxes paid in fiscal 2023.  After considering this, it appears operating cash flows
for fiscal 2023 were $9.3 million compared to $1.6 million in the comparable prior year
period.  It is not clear from your disclosure the reason for this increase.  Please revise your
disclosure as appropriate.  Refer to Item 303(b) of Regulation S-K wherein it states
"Where the financial statements reflect material changes from period-to-period in one or
more line items, including where material changes within a line item offset one another,
describe the underlying reasons for these material changes in quantitative and qualitative
terms."
General
3.To the extent your business operations are materially dependent on your agreement with
Valvan Bailing Systems NV, please disclose the material terms of such agreement. Also,
please file such agreement as an exhibit to the registration statement, or tell us why you
believe you are not required to do so. See Item 601(b)(10)(ii)(B) of Regulation S-K.
            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

CORRESP
1
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

United States securities and exchange commission logo
April 20, 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.
Amendment No. 7 to Registration Statement on Form S-1
Filed March 30, 2023
File No. 333-261850
Dear Mark Walsh:
            We have reviewed your amended registration statement 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 February 23, 2023 letter.
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.
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.

 FirstName LastNameMark Walsh
 Comapany NameSavers Value Village, Inc.
 April 20, 2023 Page 2
 FirstName LastName
Mark Walsh
Savers Value Village, Inc.
April 20, 2023
Page 2
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.
            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:       Lawrence G. Wee

CORRESP
1
filename1.htm

CORRESP

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

 New
York, New York 10019-6064

 March 30, 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 February 8, 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 February 23, 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. 7 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

March 30, 2023

  Page
 2

 The Company has asked us to convey the following as its responses to the Staff:

Recent Developments

 Preliminary Estimated
Unaudited Financial Results for the Three Months and the Fiscal Year Ended December 31, 2022, page 18

1.
 Please review to present and reconcile Adjusted EBITDA to an estimate of net income/loss, which you have
previously disclosed is the nearest comparable GAAP measure.

 Response to Comment 1

The Company respectfully advises the Staff that this disclosure has been removed from the Registration Statement, as such disclosure was
specific to the previous filing.

 December 2022 Dividend, page 22

2.
 To provide additional context to investors, please discuss the business purpose of the
$69.5 million and the $262.2 million dividends paid in 2022.

Response to Comment 2

 The
Company acknowledges the Staff’s comment and in response has revised its disclosure on pages 18 and 74 of the Registration Statement.

Capitalization, page 81

3.
 Please clarify of the pro forma amounts include the effects of the
$31.1 million of bonuses paid in connection with the Notes Offering and the December 2022 Dividend.

Response to Comment 3

 The
Company acknowledges the Staff’s comment and in response has revised its disclosure on page 75 of the Registration Statement. The Company advises the Staff that pro forma amounts reflect an adjustment to include $23.6 million in
bonuses paid to employees in connection with the Notes Offering. The Company further advises the Staff that the pro forma amounts no longer include an adjustment to reflect the December 2022 Dividend, because the December 2022 Dividend is included
in the historical results for the period.

 ****

If the Staff has any questions concerning this response letter or requires further information, please do not hesitate to contact the undersigned at (212) 373-3025 or Christodoulos Kaoutzanis at (212) 373-3445.

Very truly yours,

 /s/ John C. Kennedy

John C. Kennedy

 2

 United States Securities and Exchange Commission

March 30, 2023

  Page
 3

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

United States securities and exchange commission logo
February 23, 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.
Amendment No. 6 to Registration Statement on Form S-1
Filed February 8, 2023
File No. 333-261850
Dear Mark Walsh:
            We have reviewed your amended registration statement 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 November 22, 2022 letter.
Amendment No. 6 to Form S-1 Filed February 8, 2023
Recent Developments
Preliminary Estimated Unaudited Financial Results for the Three Months and the Fiscal Year
Ended December 31, 2022, page 18
1.Please revise to present and reconcile Adjusted EBITDA to an estimate of net
income/loss, which you have previously disclosed is the nearest comparable GAAP
measure.
December 2022 Dividend, page 22
2.To provide additional context to investors, please discuss the business purpose of the
$69.5 million and the $262.2 million dividends paid in 2022.

 FirstName LastNameMark Walsh
 Comapany NameSavers Value Village, Inc.
 February 23, 2023 Page 2
 FirstName LastName
Mark Walsh
Savers Value Village, Inc.
February 23, 2023
Page 2
Capitalization, page 81
3.Please clarify if the pro forma amounts include the effects of the $31.1 million of bonuses
paid in connection with the Notes Offering and the December 2022 Dividend.
            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:       Lawrence G. Wee

CORRESP
1
filename1.htm

CORRESP

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

 New
York, New York 10019-6064

 February 7, 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 November 10, 2022

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 comment set forth in the comment letter of the staff of the Securities and Exchange Commission (the “Staff”) dated
November 22, 2022 (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. 6 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

February 7, 2023

 Page 2

 The Company has asked us to convey the following as its responses to the Staff:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cash Flows

 Comparison of nine months ended
October 1, 2022 (Successor) and nine months ended October 2, 2021 (Successor)

 Cash Provided by Operating Activities, page 121

1.
 Your disclosure appears to focus on how the reported amount of cash flow of operating activities was
derived for each period. Your disclosure should provide a comparative analysis of changes in the reported amount of operating cash flow from period to period. Refer to the introductory paragraph of Item 303(b) of Regulation S-K for guidance regarding material changes from period to period. Accordingly, please revise to discuss why operating cash flow decreased from nearly $146 million in the prior year
period to nearly $118 million in the current year period. Also, discuss whether you expect a lower level of operating cash flow to continue and why. Refer to Item 303(b)(1)(i) of Regulation S-K regarding any known trend information.

Response to Comment 1

 The
Company acknowledges the Staff’s comment and in response has revised its disclosure on page 130 of the Registration Statement.

 ****

 If the Staff has any questions concerning this response letter or requires further information, please do not hesitate to contact the undersigned at
(212) 373-3052 or David A. Curtiss at (212) 373-3146.

Very truly yours,

 /s/ Lawrence G. Wee

Lawrence G. Wee

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.

United States securities and exchange commission logo
November 22, 2022
Mark Walsh
Chief Executive Officer
Savers Value Village, Inc.
11400 S.E. 6th Street, Suite 125
Bellevue, WA 98004
Re:Savers Value Village, Inc.
Amendment No. 5 to Registration Statement on Form S-1
Filed November 10, 2022
File No. 333-261850
Dear Mark Walsh:
            We have reviewed your amended registration statement 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.
Amendment No. 5 to Form S-1 Filed November 10, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Cash Flows
Comparison of nine months ended October 1, 2022 (Successor) and nine months ended October
2, 2021 (Successor)
Cash Provided by Operating Activities, page 121
1.Your disclosure appears to focus on how the reported amount of cash flow of operating
activities was derived for each period.  Your disclosure should provide a comparative
analysis of changes in the reported amount of operating cash flow from period to period.
Refer to the introductory paragraph of Item 303(b) of Regulation S-K for guidance
regarding material changes from period to period.  Accordingly, please revise to discuss
why operating cash flow decreased from nearly $146 million in the prior year period to

 FirstName LastNameMark Walsh
 Comapany NameSavers Value Village, Inc.
 November 22, 2022 Page 2
 FirstName LastName
Mark Walsh
Savers Value Village, Inc.
November 22, 2022
Page 2
nearly $118 million in the current year period.  Also, discuss whether you expect a lower
level of operating cash flow to continue and why.  Refer to Item 303(b)(1)(i) of
Regulation S-K regarding any known trend information.
            You may contact Ta Tanisha 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 Lopez Molina at 202-551-
3792 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Lawrence G. Wee

CORRESP
1
filename1.htm

CORRESP

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

 New
York, New York 10019-6064

 August 11, 2022

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 July 14, 2022

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 July 28, 2022 (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. 4 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

August 11, 2022

 Page 2

 The Company has asked us to convey the following as its responses to the Staff:

Risk Factor

 Our business depends on our
ability to attract and retain suitable workers…page 33

1.
 We note your revised disclosure in response to comment 2. Please clarify if you have taken any actions to
mitigate inflationary pressures. In this regard, it is unclear if your disclosure relates to actions planned or taken. For example, we note your disclosure that “[u]nless we are able to pass on these increased labor costs to our customers by
increasing prices for our products, our profitability and results of operations may be materially and adversely affected.”

Response to Comment 1

 The
Company acknowledges the Staff’s comment and in response has revised its disclosure on page 33 of the Registration Statement. The Company advises the Staff that while it has increased some product prices, at this time the Company has not
identified inflationary pressures as reasonably likely to have a material impact on the Company’s operating results. The Company will continue to monitor whether the inclusion of the impact from this inflationary economy is material to the
Company’s profitability and results of operations and will include disclosures when appropriate.

 We are subject to risks associated with our
indebtedness and debt service, including risks related to changes in interest rates, page 61

2.
 Please expand your discussion of interest rates to specifically identify the impact of rate increases on
your operations and how your business has been affected. For example, describe whether your borrowing costs have recently increased or are expected to increase and your ability to pass along your increased costs to your customers.

 Response to Comment 2

The Company acknowledges the Staff’s comment and in response has revised its disclosure on page 137 of the Registration Statement. The
Company advises the Staff that interest rate increases have not had a material impact on the Company’s results of operations for the periods reported. The Company maintains floating-rate debt that bears interest based on market rates plus an
applicable spread, and, as a result, significant increases in interest rates may increase the Company’s financing costs in the future. To mitigate the economic impact, the Company has entered into interest rate swaps, which are designed to act
as economic hedges against changes in interest rates.

 Uncertainty relating to the LIBOR calculation process…page 62

3.
 Please disclose what the acronym “SOFR” represents regarding the preferred alternative rate
pertaining to the Senior Credit Agreement.

 Response to Comment 3

The Company acknowledges the Staff’s comment and in response has revised its disclosure on page 62 of the Registration Statement.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 92

4.
 We note your discussion in the Risk Factor section regarding the potential impact of rising interest
rates. Please expand your disclosures here to specifically address how increased interest rates impact your results of operations and financial condition. For example, giving rising rates, describe changes to your pricing strategy in the near-term,
adjustments to your planned capital expenditures, expected impacts to your short-term funding costs and the impact on liquidity resulting from your material variable-rate debt outstanding.

 United States Securities and Exchange Commission

August 11, 2022

 Page 3

 Response to Comment 4

The Company acknowledges the Staff’s comment and in response has revised its disclosure on page 137 of the Registration Statement. As
noted in the response to Question #2 above, the Company has not taken specific actions in response to increased interest rates. Our exposure to interest rate risks relates primarily to the interest rates associated with our outstanding variable-rate
debt. The Company strives to effectively manage its interest rate risk by periodic monitoring and responding to risk factors on a timely basis. The Company further advises the Staff that rising interest rates have not materially affected the
Company’s results of operations or financial condition to date. At this time, the Company does not anticipate any changes to its pricing strategy or changes to its planned capital expenditures as a result of rising interest rates. Furthermore,
the Company does not currently anticipate any future liquidity needs resulting from the increase in interest rates.

5.
 Please expand your discussion of interest rates to describe their impact on your financial condition,
including your balance sheet. For example, given rising rates, describe the impact on your long-term debt and how you are funding these additional costs.

Response to Comment 5

 The
Company acknowledges the Staff’s comment and in response has revised its disclosure on page 137 of the Registration Statement.

 Results of
Operations

 Comparison of three months ended April 2, 2022 (Successor) and three months ended April 3, 2021 (Successor)

 Cost of merchandise sold, exclusive of depreciation and amortization, page 105

6.
 Please discuss why the percentage of inventory received from OSDs decreased and if this is a known trend.
Also, discuss how and why the decrease in the percentage of inventory received from OSDs and an increase in percentage of soft goods inventory processed impacted the increase in the cost of merchandise sold per pound processed.

 Response to Comment 6

The Company acknowledges the Staff’s comment and in response has revised its disclosure on pages 97, 105 and 106 of the Registration
Statement.

 Cash Flows

 Comparison of
three months ended April 2, 2022 (Successor) and three months ended April 3, 2021 (Successor)

 Cash Provided by (Used in) Operating
Activities, page 120

7.
 Please explain why operating cash for the current year period decreased by nearly
$22 million from the prior year period. Discuss whether you expect this lower level of operating cash to continue. Refer to Item 303(b) and (c) of Regulation S-K for guidance regarding material changes from period to period and trend information.

Response to Comment 7

 The
Company acknowledges the Staff’s comment and in response has revised its disclosure on page 122 of the Registration Statement.

 ****

 United States Securities and Exchange Commission

August 11, 2022

 Page 4

 If the Staff has any questions concerning this response letter or requires further information, please do not
hesitate to contact the undersigned at (212) 373-3052 or David A. Curtiss at (212) 373-3146.

 Very truly yours,

 /s/ Lawrence G. Wee

 Lawrence G. Wee

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.

United States securities and exchange commission logo
July 28, 2022
Mark Walsh
Chief Executive Officer
Savers Value Village, Inc.
11400 S.E. 6th Street, Suite 125
Bellevue, WA 98004
Re:Savers Value Village, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed July 14, 2022
File No. 333-261850
Dear Mr. Walsh:
            We have reviewed your amended registration statement 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 June 2, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-1 filed July 14, 2022
Risk Factor
Our business depends on our ability to attract and retain suitable workers..., page 33
1.We note your revised disclosure in response to comment 2. Please clarify if you have
taken any actions to mitigate inflationary pressures. In this regard, it is unclear if your
disclosure relates to actions planned or taken. For example, we note your disclosure that
“[u]nless we are able to pass on these increased labor costs to our customers by increasing
prices for our products, our profitability and results of operations may be materially and
adversely affected.”

 FirstName LastNameMark Walsh
 Comapany NameSavers Value Village, Inc.
 July 28, 2022 Page 2
 FirstName LastName
Mark Walsh
Savers Value Village, Inc.
July 28, 2022
Page 2
We are subject to risks associated with our indebtedness and debt service, including risks related
to changes in interest rates., page 61
2.Please expand your discussion of interest rates to specifically identify the impact of rate
increases on your operations and how your business has been affected. For example,
describe whether your borrowing costs have recently increased or are expected to increase
and your ability to pass along your increased costs to your customers.
Uncertainty relating to the LIBOR calculation process ..., page 62
3.Please disclose what the acronym "SOFR" represents regarding the preferred alternative
rate pertaining to the Senior Credit Agreement.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
92
4.We note your discussion in the Risk Factor section regarding the potential impact of rising
interest rates. Please expand your disclosures here to specifically address how increased
interest rates impact your results of operations and financial condition. For example,
giving rising rates, describe changes to your pricing strategy in the near-term, adjustments
to your planned capital expenditures, expected impacts to your short-term funding costs
and the impact on liquidity resulting from your material variable-rate debt outstanding.
5.Please expand your discussion of interest rates to describe their impact on your financial
condition, including your balance sheet. For example, giving rising rates, describe the
impact on your long-term debt and how you are funding these additional costs.
Results of Operations
Comparison of three months ended April 2, 2022 (Successor) and three months ended April 3,
2021 (Successor)
Cost of merchandise sold, exclusive of depreciation and amortization, page 105
6.Please discuss why the percentage of inventory received from OSDs decreased and if this
is a known trend.  Also, discuss how and why the decrease in the percentage of inventory
received from OSDs and an increase in percentage of soft goods inventory processed
impacted the increase in the cost of merchandise sold per pound processed.
Cash Flows
Comparison of three months ended April 2, 2022 (Successor) and three months ended April 3,
2021 (Successor)
Cash Provided by (Used in) Operating Activities, page 120
7.Please explain why operating cash for the current year period decreased by nearly $22
million from the prior year period.  Discuss whether you expect this lower level of
operating cash to continue.  Refer to Item 303(b) and (c) of Regulation S-K for guidance
regarding material changes from period to period and trend information.

 FirstName LastNameMark Walsh
 Comapany NameSavers Value Village, Inc.
 July 28, 2022 Page 3
 FirstName LastName
Mark Walsh
Savers Value Village, Inc.
July 28, 2022
Page 3
            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:       Lawrence G. Wee

CORRESP
1
filename1.htm

CORRESP

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

 New
York, New York 10019-6064

 July 14, 2022

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 May 5, 2022

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 June 2, 2022 (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. 3 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

July 14, 2022

  Page
 2

 The Company has asked us to convey the following as its responses to the Staff:

Our Impact Graphics, page iv

1.
 In the graphic headed “Our Impact” that precedes “A Letter From Our Chief Executive
Officer,” please include the comparable GAAP measure to “Adjusted EBITDA” presented therein.

Response to Comment 1

 The
Company acknowledges the Staff’s comment and in response has updated its disclosure on page iv of the Registration Statement.

 Risk
Factors, page 30

2.
 We note your risk factors on pages 31, 32, and 33 indicating that inflation could affect the price you
pay for secondhand items; cost of labor; and supply and demand for your products. Please update this risk factor if recent inflationary pressures have materially impacted your operations. In this regard, identify the types of inflationary pressures
you are facing and how your business has been affected. Please also update your disclosure to identify actions planned or taken, if any, to mitigate inflationary pressures.

Response to Comment 2

 The
Company respectfully acknowledges the Staff’s comment and in response has revised its disclosure on page 33 of the Registration Statement. The Company advises the Staff that inflation has not materially affected the price the Company pays
for secondhand items or supply and demand for the Company’s products. The revised disclosure identifies the impact of wage inflation on the Company’s business, operations, financial condition and future prospects.

We note your risk factor disclosure on page 45 that your supply chain could be impacted by the occurrence of one or more natural disasters, page 45

3.
 We note your risk factor disclosure on page 45 that your supply chain could be impacted by the
“occurrence of one or more natural disasters such as fires, hurricanes, tornados, tsunamis, floods and earthquakes, geo-political events or terrorist or military activities disrupting transportation,
communication or utility systems (such as the ongoing military conflict between Russia and Ukraine) or other highly disruptive events, such as nuclear accidents, public health epidemics or pandemics (such as the ongoing COVID-19 outbreak), unusual weather conditions or cyberattacks, could adversely affect our operations and financial performance.” Update your risks characterized as potential if recent supply chain disruptions
have impacted your operations.

 Response to Comment 3

The Company acknowledges the Staff’s comment and in response has revised its disclosure on page 46 of the Registration Statement.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Key Business Metrics and Non-GAAP Financial Measures

Non-GAAP measures, page 99

4.
 Please include here the comparable GAAP measures so as to not cause undue prominence to the non-GAAP measures presented, or locate the non-GAAP measures after discussion of the GAAP results. Refer to Question 102.10 in the Staff’s Compliance and Disclosure
Interpretations “Non-GAAP Financial Measures.”

 2

 United States Securities and Exchange Commission

July 14, 2022

  Page
 3

 Response to Comment 4

The Company acknowledges the Staff’s comment and in response has relocated discussion of its Non-GAAP measures to page 124 of the
Registration Statement.

 Supply and Processing, Page 130

5.
 Please discuss whether supply chain disruptions materially affect your outlook or business goals. Specify
whether these challenges have materially impacted your results of operations or capital resources and quantify, to the extent possible, how your sales, profits and/or liquidity have been impacted. In this regard, we note that “OSDs are the
largest part of [y]our supply mix” and that “OSD volume is primarily driven by convenience.”

Response to Comment 5

 The
Company acknowledges the Staff’s comment and respectfully advises the Staff that supply chain disruptions have not materially impacted the Company’s results of operations or capital resources. Since the Company’s products are locally
sourced and over 60% of the Company’s supply comes from OSDs, logistical disruption and inflationary pressure have had a minimal impact on the Company’s supply costs and liquidity.

****

 If the Staff has any questions concerning
this response letter or requires further information, please do not hesitate to contact the undersigned at (212) 373-3052 or David A. Curtiss at (212) 373-3146.

Very truly yours,

 /s/ Lawrence G. Wee

Lawrence G. Wee

cc:
 Securities and Exchange Commission

Ta Tanisha Meadows

 Doug Jones

 Savers Value Village, Inc.

Mark Walsh

 Scott Estes

Richard Medway, Esq.

Latham & Watkins LLP

Marc D. Jaffe, Esq.

 Gregory P.
Rodgers, Esq.

 Brittany D. Ruiz, Esq.

 3

United States securities and exchange commission logo
June 2, 2022
Mark Walsh
Chief Executive Officer
S-Evergreen Holding LLC
11400 S.E. 6th Street, Suite 125
Bellevue, WA 98004
Re:Savers Value Village, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed May 5, 2022
File No. 333-261850
Dear Mr. Walsh:
            We have reviewed your amended registration statement 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 January 20, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed May 5, 2022
Our Impact Graphics, page iv
1.In the graphic headed "Our Impact" that precedes "A Letter From Our Chief Executive
Officer," please include the comparable GAAP measure to "Adjusted EBITDA" presented
therein.
Risk Factors, page 30
2.We note your risk factors on pages 31, 32, and 33 indicating that inflation could affect the
price you pay for secondhand items; cost of labor; and supply and demand for your
products. Please update this risk factor if recent inflationary pressures have materially
impacted your operations. In this regard, identify the types of inflationary pressures you

 FirstName LastNameMark Walsh
 Comapany NameS-Evergreen Holding LLC
 June 2, 2022 Page 2
 FirstName LastName
Mark Walsh
S-Evergreen Holding LLC
June 2, 2022
Page 2
are facing and how your business has been affected. Please also update your disclosure to
identify actions planned or taken, if any, to mitigate inflationary pressures.
We note your risk factor disclosure on page 45 that your supply chain could be impacted by the
occurrence of one or more natural disasters , page 45
3.We note your risk factor disclosure on page 45 that your supply chain could be impacted
by the “occurrence of one or more natural disasters such as fires, hurricanes, tornados,
tsunamis, floods and earthquakes, geo-political events or terrorist or military activities
disrupting transportation, communication or utility systems (such as the ongoing military
conflict between Russia and Ukraine) or other highly disruptive events, such as nuclear
accidents, public health epidemics or pandemics (such as the ongoing COVID-19
outbreak), unusual weather conditions or cyberattacks, could adversely affect our
operations and financial performance.” Update your risks characterized as potential if
recent supply chain disruptions have impacted your operations.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Business Metrics and Non-GAAP Financial Measures
Non-GAAP measures, page 99
4.Please include here the comparable GAAP measures so as to not cause undue prominence
to the non-GAAP measures presented, or locate the non-GAAP measures after discussion
of the GAAP results.  Refer to Question 102.10 in the staff's Compliance and Disclosure
Interpretations "Non-GAAP Financial Measures."
Supply and Processing , page 130
5.Please discuss whether supply chain disruptions materially affect your outlook or business
goals. Specify whether these challenges have materially impacted your results of
operations or capital resources and quantify, to the extent possible, how your sales, profits
and/or liquidity have been impacted. In this regard, we note that "OSDs are the largest
part of [y]our supply mix" and that "OSD volume is primarily driven by convenience."

 FirstName LastNameMark Walsh
 Comapany NameS-Evergreen Holding LLC
 June 2, 2022 Page 3
 FirstName LastName
Mark Walsh
S-Evergreen Holding LLC
June 2, 2022
Page 3
            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:       Lawrence G. Wee

CORRESP
1
filename1.htm

CORRESP

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

 New
York, New York 10019-6064

 February 7, 2022

CONFIDENTIAL

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:

Stacey Peikin

Jennifer López-Molina

Division of Corporation Finance

Office of Trade & Services

 Savers Value Village, Inc.

Registration Statement on Form S-1

Submitted December 22, 2021

File No. 333-261850

Ladies and Gentlemen:

 On behalf of our client,
Savers Value Village, Inc., a Delaware corporation (the “Registrant”), 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 January 20, 2022 (the “Comment Letter”) relating to the above-referenced Registration Statement. The Registrant 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. 1 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 Registrant 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.

 Securities and Exchange Commission

February 7, 2022

  Page
 2

 The Registrant has asked us to convey the following as its responses to the Staff:

Preliminary Estimated Unaudited Financial Results for the Three Months and the Fiscal Year Ended January 1, 2022 , page 18

1.
 We note your proposed revised disclosure in response to comment 1, which includes a placeholder for the
amount of operating expenses. To ensure balanced disclosure please consider including the operating expenses in the table beginning on page 17.

Response to Comment 1

 The
Company respectfully acknowledges the Staff’s comment and notes that the disclosures around the Company’s Preliminary Estimated Unaudited Financial Results for the Three Months and the Fiscal Year Ended January 1, 2022 have been removed
from the Registration Statement.

 Unaudited Pro Forma Condensed Combined Balance Sheet, page 90

2.
 It appears the $498,079 amount for additional paid in capital in the “Transaction Accounting
Adjustments - Initial Public Offering” column is a combination of footnotes 5E and 5F. Please advise and revise accordingly. For clarity to investors, detail how the amount of the adjustment was derived.

Response to Comment 2

 The
Company acknowledges the Staff’s comment and in response has revised its disclosure on pages 82 and 90 of the Registration Statement.

 Note 1.
Basis of Presentation, page 94

3.
 Note D states the adjustment for the dividend payment is reflected as a reduction to members’ equity
but is shown in the line for additional paid in capital in the pro forma balance sheet. Please revise as appropriate.

Response to Comment 3

 The
Company acknowledges the Staff’s comment and in response has revised its disclosure on pages 82 and 90 of the Registration Statement.

 Note 6.
Unaudited Pro Forma Condensed Combined Statements of Operations Adjustments, page 99

4.
 Note AG states it reflects the estimated tax effect of the pro forma adjustments using the estimated
blended statutory tax rate of 28%. However, the income tax expense adjustment amounts in the “Business Combination” and “Initial Public Offering” transaction accounting adjustments columns in the interim and annual pro forma
statements of operations do not appear to be computed based on this rate. Please advise and revise as appropriate.

Response to Comment 4

 The
Company acknowledges the Staff’s comment and in response has updated its disclosure on page 92 of the Registration Statement, noting which expense adjustments were assumed not deductible for income tax purposes.

 Securities and Exchange Commission

February 7, 2022

  Page
 3

5.
 Please disclose in note AF how the interest adjustment for the interim and annual periods was computed.

 Response to Comment 5

The Company acknowledges the Staff’s comment and has updated its disclosure on page 92 of the Registration Statement. The Company further
advises the staff that additional disclosure regarding the calculation of the interest expense adjustment will be added closer to the planned offering, once the estimated proceeds and the planned use of proceeds are known.

6.
 In note AH, please disclose the basis for the number of weighted average number of common stock
outstanding for basic purposes and the number of options in each period. Additionally, clarify whether options are or are not to be included in determining the weighted average number of common stock outstanding for diluted purposes for the annual
period.

 Response to Comment 6

The Company acknowledges the Staff’s comment and in response has updated its disclosure on page 93 of the Registration Statement.

****

 If the Staff has any questions concerning
this response letter or requires further information, please do not hesitate to contact the undersigned at (212) 373-3052 or David Curtiss at (212) 373-3146.

Very truly yours,

 /s/ Lawrence G. Wee

Lawrence G. Wee

 cc:

 Securities and Exchange Commission

Ta Tanisha Meadows

 Doug
Jones

 Savers Value Village, Inc.

Mark Walsh

 Scott
Estes

 Richard Medway, Esq.

 Latham & Watkins LLP

Marc D. Jaffe, Esq.

Gregory P. Rodgers, Esq.

Brittany D. Ruiz, Esq.

United States securities and exchange commission logo
January 20, 2022
Richard Medway
Chief Compliance Officer
S-Evergreen Holding LLC
11400 S.E. 6th Street, Suite 125
Bellevue, WA 98004
Re:S-Evergreen Holding LLC
Registration Statement on Form S-1
Response dated January 10, 2022
File No. 333-261850
Dear Mr. Medway:
            We have reviewed your response 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 January 6, 2022 letter.
Form S-1
Recent Developments
Preliminary Estimated Unaudited Financial Results for the Three Months and the Fiscal Year
Ended January 1, 2022 , page 18
1.We note your proposed revised disclosure in response to comment 1, which includes a
placeholder for the amount of operating expenses. To ensure balanced disclosure please
consider including the operating expenses in the table beginning on page 17.

 FirstName LastNameRichard Medway
 Comapany NameS-Evergreen Holding LLC
 January 20, 2022 Page 2
 FirstName LastName
Richard Medway
S-Evergreen Holding LLC
January 20, 2022
Page 2
Form S-1
Unaudited Pro Forma Condensed Combined Balance Sheet, page 90
2.It appears the $498,079 amount for additional paid in capital in the "Transaction
Accounting Adjustments - Initial Public Offering" column is a combination of footnotes
5E and 5F.  Please advise and revise accordingly.  For clarity to investors, detail how the
amount of the adjustment was derived.
Note 1. Basis of Presentation, page 94
3.Note D states the adjustment for the dividend payment is reflected as a reduction to
members' equity but is shown in the line for additional paid in capital in the pro forma
balance sheet.  Please revise as appropriate.
Note 6. Unaudited Pro Forma Condensed Combined Statements of Operations Adjustments,
page 99
4.Note AG states it reflects the estimated tax effect of the pro forma adjustments using the
estimated blended statutory tax rate of 28%.  However, the income tax expense adjustment
amounts in the "Business Combination" and "Initial Public Offering" transaction
accounting adjustments columns in the interim and annual pro forma statements of
operations do not appear to be computed based on this rate.  Please advise and revise as
appropriate.
5.Please disclose in note AF how the interest adjustment for the interim and annual periods
was computed.
6.In note AH, please disclose the basis for the number of weighted average number of
common stock outstanding for basic purposes and the number of options in each period.
Additionally, clarify whether options are or are not to be included in determining the
weighted average number of common stock outstanding for diluted purposes for the
annual period.
            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:       Lawrence G. Wee

CORRESP
1
filename1.htm

CORRESP

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

 New
York, New York 10019

 January 10, 2022

CONFIDENTIAL

 VIA EDGAR

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Savers Value Village, Inc.

Registration Statement on Form S-1

Submitted December 22, 2021

CIK No. 0001883313

 Ladies and
Gentlemen:

 On behalf of our client, Savers Value Village, Inc., a Delaware corporation (the “Company”), we
hereby respectfully submit the accompanying changed pages to the Company’s Registration Statement on Form S-1 (the “Registration Statement”), filed with the Securities and Exchange
Commission on December 22, 2021 (File No. 333-261850), relating to the registration of the Company’s common stock, par value $0.001 per share. Capitalized terms used in this letter that are not
otherwise defined have the meanings ascribed to them in the Registration Statement.

 The enclosed pages are marked to indicate changes
from the Registration Statement and include, among other things, the effect of the conversion of the Company from a limited liability company to a corporation, a reverse stock split, a preliminary midpoint of the price range for the Company’s
common stock, the expected size of the primary and secondary components of the offering, certain information previously left blank in the Registration Statement that is derived from such midpoint and offering size (such as pro forma financial
information and dilution information) and certain other related changes.

 The enclosed pages also reflect the inclusion of compensation
information for the fiscal year ended January 1, 2022. The only equity awards that were made by the Company during that fiscal year were the following (prices and amounts adjusted for the Corporate Conversion and the 0.7232-for-1 reverse stock split):

•

 options granted on February 5, 2021 to purchase an aggregate of 650,924 shares at a price per share of
$6.57, which was equal to the price per share that was eventually paid by the Ares Funds in the Ares Share Purchase Transaction in April 2021, in which the Ares Funds purchased the remaining units in the Company held by Crescent (as described on
page ii of the Registration Statement); and

•

 options granted on January 20, 2021 (prior to the Company being informed of the proposed terms of the Ares
Share Purchase Transaction and prior to any agreement being entered into with respect to the Ares Share Purchase Transaction) to purchase an aggregate of 361,617 shares at a price per share of $3.12, which was equal to the price per share paid by
the Ares Funds in June 2020 when they made a $45 million additional equity investment in the Company (as described on page 104 of the Registration Statement).

 1

 The Company’s independent registered public accounting firm has not completed an audit
of the accompanying changes to the annual consolidated financial statements or a review of the accompanying changes to the interim condensed consolidated financial statements, which are expected to be completed upon the filing of Amendment
No. 1 to Form S-1.

 In addition, the Company has asked us to convey the following as its
response to the Staff of the Commission (the “Staff”) to the comments it received from the Staff of the Commission in a letter, dated January 6, 2022:

Recent Developments, page 17

1.
 Please revise your registration statement to provide context for the preliminary operating income and net
income, including qualitative and quantitative disclosure, by providing estimates for other financial statement line items during the same period, such as operating expenses and material other expenses, that would balance your disclosure. As a
related matter, please expand your narrative disclosure to provide additional context for the preliminary financial information and metrics. Your discussion should address whether or not trends evidenced in the preliminary financial results are
consistent with the trends discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Response to Comment 1

 The Company
respectfully advises the Staff that the Company believes that disclosure of the Company’s estimated net sales, net (loss) income, and Adjusted EBITDA, in addition to Adjusted net income (loss) margin and Adjusted EBITDA Margin will provide
potential investors a preliminary understanding of the Company’s financial performance for the quarter and year ended January 1, 2022. The Company is currently unable to provide a range for certain other financial statement line items for the
same period, such as cost of merchandise sold, exclusive of depreciation and amortization, salaries, wages, and benefits and selling, general, and administrative expenses, due to the additional time required to close the Company’s accounts and
properly allocate and review operating expenses for appropriate classification. Nevertheless, the Company has included an estimate of the net income (loss) margin for the same period on page 18 of the Registration Statement as reflected in the
changed pages attached hereto. The Company intends to supplement its net sales, net (loss) income, Adjusted EBITDA, net income (loss) margin and Adjusted EBITDA margin disclosures with qualitative and quantitative (where possible) discussion around
variation in key operating expenses and non-operating expenses within its narrative disclosure. The Company also intends to include discussion around key trends and drivers of the Company’s operating results during the quarter and year ended
January 1, 2022 within the narrative disclosure, including the consistency with trends discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Preliminary Estimated Unaudited Financial Results ..., page 17

2.
 Please present with equal or greater prominence the comparable GAAP margin to “Adjusted EBITDA
margin.”

 Response to Comment 2

The Company acknowledges the Staff’s comment and in response has updated its disclosure on page 18 of the Registration Statement as
reflected in the changed pages attached hereto.

 * * * * *

 2

 Any questions or notifications with respect to this letter should be directed to the
undersigned at (212) 373-3052 or David Curtiss at (212) 373-3146.

Sincerely,

 /s/ Lawrence G. Wee

Lawrence G. Wee

cc:
 Mark Walsh

 Savers Value Village, Inc.

 Scott Estes

 Savers Value Village, Inc.

 David A. Curtiss, Esq.

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

 Marc D. Jaffe, Esq.

 Latham & Watkins LLP

 Gregory P. Rodgers, Esq.

 Latham & Watkins LLP

 Brittany D. Ruiz, Esq.

 Latham & Watkins LLP

 3

United States securities and exchange commission logo
January 6, 2022
Richard Medway
Chief Compliance Officer
S-Evergreen Holding LLC
11400 S.E. 6th Street, Suite 125
Bellevue, WA 98004
Re:S-Evergreen Holding LLC
Registration Statement on Form S-1
Filed December 22, 2021
File No. 333-261850
Dear Mr. Medway:
            We have reviewed your registration statement 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.
Form S-1 Filed December 22, 2021
Recent Developments, page 17
1.Please revise your registration statement to provide context for the preliminary operating
income and net income, including qualitative and quantitative disclosure, by providing
estimates for other financial statement line items during the same period, such as
operating expenses and material other expenses, that would balance your disclosure. As a
related matter, please expand your narrative disclosure to provide additional context for
the preliminary financial information and metrics.  Your discussion should address
whether or not trends evidenced in the preliminary financial results are consistent with the
trends discussed in Management's Discussion and Analysis of Financial Condition and
Results of Operations.

 FirstName LastNameRichard Medway
 Comapany NameS-Evergreen Holding LLC
 January 6, 2022 Page 2
 FirstName LastName
Richard Medway
S-Evergreen Holding LLC
January 6, 2022
Page 2
Preliminary Estimated Unaudited Financial Results ..., page 17
2.Please present with equal or greater prominence the comparable GAAP margin to
"Adjusted EBITDA margin."
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Ta Tanisha 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 Stacey Peikin at 202-551-6223 or Jennifer López Molina at 202-551- 3792 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

CORRESP

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

 New
York, New York 10019-6064

 December 22, 2021

CONFIDENTIAL

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Stacey Peikin

 Jennifer
López-Molina

 Division of Corporation Finance

Office of Trade & Services

S-Evergreen Holding LLC

Amended Draft Registration Statement on Form S-1

Submitted November 26, 2021

File No. 333-

 Ladies and Gentlemen:

 On behalf of our client, S-Evergreen Holding LLC, a Delaware limited liability company (the
“Registrant”), 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 December 15, 2021 (the “Comment
Letter”) relating to the above-referenced Amended Draft Registration Statement. The Registrant has also revised the Amended Draft 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. 2 to the Draft 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 Registrant 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.

 Securities and Exchange Commission

December 22, 2021

  Page
 2

 The Registrant has asked us to convey the following as its responses to the Staff:

Prospectus Summary,

 How We Plan to Grow,
page 12

1.
 Please revise your disclosure to identify the third-party, as you do in your response to comment 4.

 Response to Comment 1

The Company acknowledges the Staff’s comment and in response has updated its disclosure on page 15 of the Registration Statement.

Prospectus Summary

 Continue to implement
strategic initiatives to drive efficiency and expand margin, page 14

2.
 We note your revised disclosure in response to prior comment 6. You disclose how much anticipated savings
are attributed to each type of incentive, but you did not provide the basis for your expectation and the indicated amounts. Please revise accordingly.

Response to Comment 2

 The
Company acknowledges the Staff’s comment and in response has updated its disclosure on page 17 of the Registration Statement to provide the basis for its expectation.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

 Comparison of nine
months ended…

 Net sales, page 106

3.
 You disclose your net sales per pound increased as a result of increased sales volume by your retail
business. We note wholesale sales as a percent of total net sales increased in the current year compared to the prior year. Please further clarify the basis for the increase in net sales per pound to discuss the relative contribution of retail and
wholesale prices and whether there were any price changes impacting the comparison.

 Response to Comment 3

 The Company acknowledges the Staff’s comment and in response has updated its disclosure on page 114 of the Registration Statement.

4.
 We note your revised disclosure that you “received a total of $21.7 million and
$22.3 million in wage subsidies.” Please discuss any material terms and conditions of any assistance you received, and if you anticipate being able to comply with such terms. As a related matter, please disclose if you expect to change
your operations in a material way given your disclosure that you “do not currently expect wage subsidies to continue in future periods.”

Response to Comment 4

 The
Company acknowledges the Staff’s comment and in response has updated its disclosure on pages 114 and 115. The Company does not anticipate any changes in its operations in the future due to the absence of future wage subsidies.

 Securities and Exchange Commission

December 22, 2021

  Page
 3

 Cost of merchandise sold, …, page 107

5.
 You disclose your costs per pound processed decreased during the current year compared to the prior year.
Please discuss the factors contributing to the decrease.

 Response to Comment 5

The Company acknowledges the Staff’s comment and in response has updated its disclosure on page 114 of the Registration Statement.

Quarterly Results of Operations

 Key
Financial and Operating metrics, page 118

6.
 Please disclose GAAP “Net (loss) income margin” in either table on page 118 with equal or
greater prominence than “Adjusted EBITDA Margin” presented under “Other metrics” in the second table on page 118.

Response to Comment 6

 The
Company acknowledges the Staff’s comment and has updated its disclosure on page 125 of the Registration Statement.

 Business

Centralized Processing Centers and Automated Book Processing, page 143

7.
 We note your revised disclosure in response to comment 16 and reissue the comment. Please revise the
second paragraph on page 144 to disclose the material terms, including the counterparty of your contractual arrangements with the provider of the CPC and ABP technologies. In addition, we note that you have updated the exhibit index on page II-3 to include the forms of the agreements relating to the exclusive technology you use in your CPC and ABP. Please also file executed copies of these agreements or tell us why you are not required to do so. Refer
to Item 601(b)(10) of Regulation S-K.

 Response to Comment 7

The Company acknowledges the Staff’s comment and in response has updated its disclosure on page 151 of the Registration Statement and has
updated the exhibit list on page II-3 of the Registration Statement to include executed copies of the agreements.

Loyalty Program, page 147

8.
 We note your revised disclosure in response to comment 15 and reissue the comment in part. Where you
disclose that you have “consistently grown our loyalty member base with 22% active member growth year-over-year for the twelve months ended October 2, 2021” and that as of “October 2, 2021, we have 3.8 million active members
enrolled in our U.S. and Canadian loyalty programs who have made a purchase within the last 12 months,” revise to additionally quantify active members and growth for other financial periods included in your registration statement.

 Response to Comment 8

The Company acknowledges the Staff’s comment and in response has updated its disclosure on page 154 of the Registration Statement to
quantify active members and growth for fiscal year 2019 and fiscal year 2020.

 Securities and Exchange Commission

December 22, 2021

  Page
 4

 General

9.
 We note disclosure throughout your registration statement regarding the November 2021 Dividend that was
paid to your equityholders. To provide additional context to investors, please quantify the amounts paid to named executive officers, directors or sponsors, if any. As a related matter, we are unable to locate the section titled “Certain
Relationships and Related Party Transactions—Transactions with Directors and Officers,” referenced on page 171. Please revise.

Response to Comment 9

 The
Company acknowledges the Staff’s comment and in response has revised the disclosure on pages 21, 80, and 103 of the Registration Statement to indicate that no executive officers or directors received payments and has removed the reference to
the section titled “Certain Relationships and Related Party Transactions – Transactions with Directors and Officers” on page 178.

****

 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 3052 or David Curtiss at (212) 373-3146.

Very truly yours,

 /s/ Lawrence G. Wee

Lawrence G. Wee

cc:

 Securities and Exchange Commission

Ta Tanisha Meadows

 Doug
Jones

 S-Evergreen Holding LLC

 Mark Walsh

Scott Estes

Latham & Watkins LLP

 Marc D. Jaffe,
Esq.

 Gregory P. Rodgers, Esq.

Brittany D. Ruiz, Esq.

United States securities and exchange commission logo
December 15, 2021
Richard Medway
Chief Compliance Officer
S-Evergreen Holding LLC
11400 S.E. 6th Street, Suite 125
Bellevue, WA 98004
Re:S-Evergreen Holding LLC
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted November 26, 2021
CIK No. 0001883313
Dear Mr. Medway:
            We have reviewed your amended draft registration statement 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments 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 filed November 26, 2021
Prospectus Summary
How We Plan to Grow, page 12
1.Please revise your disclosure to identify the third-party, as you do in your response to
comment 4.
Continue to implement strategic initiatives to drive efficiency and expand margin, page 14
2.We note your revised disclosure in response to prior comment 6.   You disclose how much
anticipated savings are attributed to each type of incentive, but you did not provide the
basis for your expectation and the indicated amounts.  Please revise accordingly.

 FirstName LastNameRichard Medway
 Comapany NameS-Evergreen Holding LLC
 December 15, 2021 Page 2
 FirstName LastNameRichard Medway
S-Evergreen Holding LLC
December 15, 2021
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Comparison of nine months ended ...
Net sales, page 106
3.You disclose your net sales per pound increased as a result of increased sales volume by
your retail business.  We note wholesale sales as a percent of total net sales increased in
the current year compared to the prior year.  Please further clarify the basis for the
increase in net sales per pound to discuss the relative contribution of retail and wholesale
prices and whether there were any price changes impacting the comparison.
4.We note your revised disclosure that you "received a total of $21.7 million and
$22.3 million in wage subsidies."  Please discuss any material terms and conditions of any
assistance you received, and if you anticipate being able to comply with such terms.  As a
related matter,  please disclose if  you expect to change your operations in a material
way given your disclosure that you "do not currently expect wage subsidies to continue in
future periods."
Cost of merchandise sold, ..., page 107
5.You disclose your costs per pound processed decreased during the current year compared
to the prior year.  Please discuss the factors contributing to the decrease.
Quarterly Results of Operations
Key Financial and Operating metrics, page 118
6.Please disclose GAAP "Net (loss) income margin" in either table on page 118 with equal
or greater prominence than "Adjusted EBITDA Margin" presented under "Other metrics"
in the second table on page 118.
Business
Centralized Processing Centers and Automated Book Processing, page 143
7.We note your revised disclosure in response to comment 16 and reissue the comment.
Please revise the second paragraph on page 144 to disclose the material terms, including
the counterparty of your contractual arrangements with the provider of the CPC and ABP
technologies.  In addition, we note that you have updated the exhibit index on page II-3 to
include the forms of the agreements relating to the exclusive technology you use in your
CPC and ABP.  Please also file executed copies of these agreements or tell us why you are
not required to do so.  Refer to Item 601(b)(10) of Regulation S-K.
Loyalty Program, page 147
8.We note your revised disclosure in response to comment 15 and reissue the comment in
part.  Where you disclose that you have “consistently grown our loyalty member base with
22% active member growth year-over-year for the twelve months ended October 2, 2021"

 FirstName LastNameRichard Medway
 Comapany NameS-Evergreen Holding LLC
 December 15, 2021 Page 3
 FirstName LastName
Richard Medway
S-Evergreen Holding LLC
December 15, 2021
Page 3
and that as of "October 2, 2021, we have 3.8 million active members enrolled in our U.S.
and Canadian loyalty programs who have made a purchase within the last 12 months,"
revise to additionally quantify active members and growth for other financial periods
included in your registration statement.
General
9.We note disclosure throughout your registration statement regarding the November 2021
Dividend that was paid to your equityholders.  To provide additional context to investors,
please quantify the amounts paid to named executive officers, directors or sponsors, if
any.  As a related matter, we are unable to locate the section titled “Certain Relationships
and Related Party Transactions—Transactions with Directors and Officers,” referenced on
page 171.  Please revise.
            You may contact Ta Tanisha 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 Stacey Peikin at 202-551-6223 or Jennifer López Molina at 202-551-
3792 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
November 9, 2021
Richard Medway
General Counsel and Chief Compliance Officer
S-Evergreen Holding LLC
11400 S.E. 6th Street, Suite 125
Bellevue, WA 98004
Re:S-Evergreen Holding LLC
Draft Registration Statement on Form S-1
Submitted October 12, 2021
CIK No. 0001883313
Dear Mr. Medway:
            We have reviewed your draft registration statement 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 Submitted October 12, 2021
Prospectus Summary, page 1
1.Please revise your Risk Factor Summary to discuss that Ares Funds may be able to
continue to influence or control your company after this offering, if true.
Prospectus Summary
Company Overview
Who we are, page 1
2.Please present with equal or greater prominence the comparable GAAP measure to
"adjusted EBITDA margin" here and where ever presented in the filing.  Refer to Item
10(e)(1)(i)(A) of Regulation S-K.

 FirstName LastNameRichard Medway
 Comapany NameS-Evergreen Holding LLC
 November 9, 2021 Page 2
 FirstName LastName
Richard Medway
S-Evergreen Holding LLC
November 9, 2021
Page 2
Track record of consistent growth and recent performance, page 2
3.To provide investors with balanced information about your historical performance, please
amend the discussion and the graphics in this section to include data for fiscal 2020, or tell
us why you are unable to do so.  Provide similar disclosure throughout the prospectus.
How we plan to grow, page 11
4.Expand your disclosure to discuss your expected timeline for reaching your growth
opportunity of approximately 2,200 potential locations across the United States and
Canada.  In this regard, we note your disclosure on page 115 that as of September 2021,
you had 284 stores in the United States and Canada and that you expect to open 10 to
more than 20 new stores per year on a net basis, starting in 2022, on page 81.  In addition,
if any of the data relates to publications, surveys or reports that were commissioned by
you for use in connection with the registration statement, please file consents of such third
parties pursuant to Rule 436 of the Securities Act as exhibits to your registration statement
or tell us why you believe you are not required to do so. In this regard, we note your
reference to "a third-party analysis prepared for us."
5.We note in the second paragraph on page 12 that “We target most of our new stores to
achieve a payback period of two and [a] half years or less.”  Expand to disclose the
percentage of your new stores that have achieved this target during the time periods
discussed in the prospectus.
How we plan to grow
Continue to implement strategic initiatives to drive efficiency and expand margin, page 13
6.Please disclose the basis for your expectation that your recent initiatives will generate
combined incremental savings of at least $200,000 per store per year.
Summary Financial and Other Data
Key business metrics and non-GAAP financial measures, page 21
7.It is stated in footnotes (1) and (2) on page 22 that comparable store sales is calculated for
stores open during the entirety of both periods that are being compared.  It is disclosed on
page 79 that stores were temporarily closed in 2020 because of the pandemic.  Please
explain to us why closed stores were not included in the calculation of comparable store
sales.
Non-GAAP Measures, page 22
8.The presentation of "Non-GAAP Combined" on other than a pro forma basis in
accordance with Article 11 of Regulation S-X is not appropriate.  Please revise your
presentation accordingly here and elsewhere this presentation appears.

 FirstName LastNameRichard Medway
 Comapany NameS-Evergreen Holding LLC
 November 9, 2021 Page 3
 FirstName LastName
Richard Medway
S-Evergreen Holding LLC
November 9, 2021
Page 3
The global COVID-19 pandemic and the governments responses in the jurisdictions in which we
operate, page 33
9.Please revise, to the extent possible, to quantify the negative impact COVID-19 has had
on the company's business and operations. Please include enough detail so that
shareholders can appreciate the discussed risk.  For guidance, refer to CF Disclosure
Guidance: Topic No. 9 and CF Disclosure Guidance: Topic No. 9A, available on our
public website.
Risk Factors
Compromises of our data security could cause us to incur unexpected expenses..., page 42
10.We note your disclosure regarding your ransomware attack in July 2020.  To the extent
material, please disclose the cost and impact of that incident. Please also disclose the
nature of the board’s role in overseeing the company’s cybersecurity risk management.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Cost of supply and processing, page 82
11.We note your disclosure that "[b]etween 2018 and 2020, cost of merchandise sold per
pound processed declined from $0.58 to $0.52, contributing to our gross product margin
expansion from 48.3% to 57.6%."  Please revise to describe the impact of the COVID-19
pandemic on the decrease in the cost of merchandise sold per pound.  In this regard, we
note your disclosure elsewhere that "[d]ue to the closure of our retail locations during the
pandemic, we accepted fewer donations made to our NPPs at our Community Donation
Centers."
Segment results, page 92
12.Please revise your disclosure to explain why segment profit is greater on a dollar amount
for the Canada Retail segment compared to the U.S. Retail segment despite lower
sales and why it is significantly greater as a percent of sales.
Liquidity and Capital Resources, page 93
13.File each of your credit agreements as exhibits or tell us why you believe they should not
be filed.  Refer to Item 601(b)(10) of Regulation S-K.
Cash Flows
Cash provided by (used in) operating activities, page 97
14.Your analysis of changes in operating cash flows solely references net results, noncash
charges and net operating assets/liabilities.  Note that references to these items may not
provide a sufficient basis to understand how operating cash actually was affected between
periods.  Your analysis should discuss factors that actually affected operating cash and
reasons underlying these factors.  Refer to the introductory paragraph of section IV.B and

 FirstName LastNameRichard Medway
 Comapany NameS-Evergreen Holding LLC
 November 9, 2021 Page 4
 FirstName LastNameRichard Medway
S-Evergreen Holding LLC
November 9, 2021
Page 4
paragraph B.1 of Release No. 33-8350 for guidance, and section 501.04 of the staff’s
Codification of Financial Reporting Releases regarding quantification of variance factors.
Please revise your disclosure as appropriate.
Business, page 102
15.We note your disclosure that you have "consistently grown our loyalty member base,
ending 2020 with 12% active member growth year-over-year" and that as of "August
2021, we had 3.6 million active members enrolled in our U.S. and Canadian loyalty
programs who have made a purchase within the last 12 months." To provide additional
context for investors, quantify active members for other financial periods included in your
registration statement.
Centralized Processing Centers and Automated Book Processing, page 114
16.Expand the second paragraph on page 115 to disclose the material terms, including the
counterparty, of your current purchase plans.  Please file the purchase plans as exhibits or
tell us why you believe they should not be filed. Refer to Item 601(b)(10) of Regulation S-
K.
Notes to Consolidated Financial Statements
Note 10. Segment Information, page F-29
17.You state you evaluate the performance of segments based on "adjusted operating income
(loss)."  For segment results, you present "segment profit."  Please tell us whether these
two measures are the same or different.  If the same, use one description or the other for
consistency.  If they differ, explain to us and disclose how they differ and why you do not
present amounts for adjusted operating income (loss).
General
18.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 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.
19.Please file the Purchase and Sale Agreement with Crescent as an exhibit. Refer to Item
601(b)(10) of Regulation S-K.
20.We note that the prospectus appears to include market and industry data. For example, we
note your disclosure that "The U.S. secondhand market, which is a subset of the broader
retail market, is expected to reach $36 billion in 2021 and is expected to grow 21%
annually to $77 billion by 2025," "Thrift accounted for approximately 60% of the total
secondhand market in 2021, and we believe we benefit from the powerful secular trends

 FirstName LastNameRichard Medway
 Comapany NameS-Evergreen Holding LLC
 November 9, 2021 Page 5
 FirstName LastName
Richard Medway
S-Evergreen Holding LLC
November 9, 2021
Page 5
driving growth in the sector," "[this] industry is expected to grow at a 21% CAGR from
2021 to 2025" and "As of April 2021, 42% of all consumers and 53% of millennials and
Gen Z consumers reported they expect to spend more on secondhand items in the next five
years."  If any of the data relates to publications, surveys or reports that were
commissioned by you for use in connection with the registration statement, please file
consents of such third parties pursuant to Rule 436 of the Securities Act as exhibits to
your registration statement or tell us why you believe you are not required to do so.
21.Please tell us how you measured the 93% aided brand awareness disclosed here and
throughout your registration statement.
22.Please ensure the nature of the information contained in the tables included throughout
your registration statement and their source is explained. For example, provide the source
of the information included on your table on page 105.
23.We note that you include results and metrics throughout the filing for certain historical
periods while not disclosing those same results and metrics for 2020.  For example, we
note your disclosure that "[i]n 2019, we processed over one billion pounds of secondhand
goods," and "[w]e achieved positive comparable store sales growth from 2009 through
2019, even throughout recessionary periods."  To provide balanced disclosure, please
revise here and throughout the filing to include all historical periods including in graphics
and charts, as appropriate.
            You may contact Ta Tanisha 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 Stacey Peikin at 202-551-6223 or Jennifer López-Molina at 202-551-
3792 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services