SIMPSON THACHER & BARTLETT LLP
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E-MAIL ADDRESS KWALLACH@STBLAW.COM |
May 11, 2015
VIA EDGAR
Re: | Blue Buffalo Pet Products, Inc. |
Amendment No. 1 to Draft Registration Statement on Form S-1 |
Submitted September 23, 2014 |
CIK No. 0001609989 |
H. Roger Schwall
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington D.C. 20549
Ladies and Gentlemen:
On behalf of Blue Buffalo Pet Products, Inc. (the Company), we hereby confidentially submit to the staff (the Staff) of the Division of Corporation Finance of the Securities and Exchange Commission (the Commission) Amendment No. 2 to the draft Registration Statement on Form S-1 (the Registration Statement). The Company has revised the Registration Statement in response to the Staffs comment letter, dated October 7, 2014 (the Comment Letter), with respect to the Companys Amendment No. 1 to the draft Registration Statement on Form S-1 submitted on September 23, 2014 and has generally updated certain other information, including the addition of the Companys audited financial statements for fiscal 2014, the Companys unaudited financial statements for the first quarter of 2015 and related information.
In addition, we are providing the following responses to the Comment Letter. To assist your review, we have retyped the text of the Staffs comments in italics below. Page references in the text of this letter correspond to the pages of the Registration Statement. Unless otherwise defined below, terms defined in the Registration Statement and used below shall have the meanings given to them in the Registration Statement. The responses and information described below are based upon information provided to us by the Company.
Securities and Exchange Commission |
May 11, 2015 |
Amendment No. 2 to Draft Registration Statement on Form S-1
Industry and Market Data, page ii
1. | We note your response to our prior comment 11. Please expand your definition of retail sales on page ii to state clearly that this metric does not represent your annual sales or revenue. |
In response to the Staffs comment, the Company has revised its disclosure on page ii of the Registration Statement accordingly.
Principal and Selling Stockholders, page 101
2. | We note your disclosure in footnotes 1 and 4 to your table that William Bishop, Jr. may be deemed to possess beneficial ownership of the shares of common stock held of record by the Bishop Family Limited Partnership. Please revise your table to include those shares owned by the The Bishop Family Limited Partnership as part of William Bishop, Jr.s holdings. Please also revise ownership percentages accordingly. |
In response to the Staffs comment, the Company has revised footnote 4 to the beneficial ownership table on page 111 of the Registration Statement accordingly. The Company acknowledges the Staffs comment with respect to revision of ownership percentages and will address the Staffs comment in a subsequent amendment to the Registration Statement.
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Please do not hesitate to call Ken Wallach at (212) 455-3352 with any questions or further comments regarding this submission or if you wish to discuss any of the above responses.
Very truly yours,
/s/ Simpson Thacher & Bartlett LLP
Simpson Thacher & Bartlett LLP
cc: | Securities and Exchange Commission |
Joseph Klinko
Lily Dang
Parhaum J. Hamidi
Norman von Holtzendorff
Blue Buffalo Pet Products, Inc.
Michael Nathenson
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