0001193125-15-255768.txt : 20150818 0001193125-15-255768.hdr.sgml : 20150818 20150717130905 ACCESSION NUMBER: 0001193125-15-255768 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150717 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Blue Buffalo Pet Products, Inc. CENTRAL INDEX KEY: 0001609989 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 460552933 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 11 RIVER ROAD STREET 2: SUITE 103 CITY: WILTON STATE: CT ZIP: 06897 BUSINESS PHONE: (203) 762-9751 MAIL ADDRESS: STREET 1: 11 RIVER ROAD STREET 2: SUITE 103 CITY: WILTON STATE: CT ZIP: 06897 CORRESP 1 filename1.htm Acceleration Request

SIMPSON THACHER & BARTLETT LLP

425 LEXINGTON AVENUE

NEW YORK, NY 10017-3954

(212) 455-2000

 

 

FACSIMILE (212) 455-2502

 

DIRECT DIAL NUMBER    E-MAIL ADDRESS
(212) 455-3352    KWALLACH@STBLAW.COM

July 17, 2015

VIA EDGAR

 

  Re: Acceleration Request for Blue Buffalo Pet Products, Inc.

Registration Statement on Form S-1

File No. 333-204847

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: H. Roger Schwall

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the requests of our client, Blue Buffalo Pet Products, Inc., and of the underwriters that effectiveness of the above-referenced Registration Statement be accelerated to 2:00 p.m., Washington, D.C. time, on July 21, 2015, or as soon as possible thereafter. We ask, however, that the staff of the Securities and Exchange Commission not accelerate such effectiveness until we speak with you on that date.

Please do not hesitate to call me at (212) 455-3352 with any questions.

Very truly yours,

/s/ Kenneth Wallach

Kenneth Wallach

July 17, 2015

VIA EDGAR

 

  Re: Blue Buffalo Pet Products, Inc.
       Registration Statement on Form S-1
       File No. 333-204847

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: H. Roger Schwall

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Blue Buffalo Pet Products, Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 of the Company (the “Registration Statement”) be accelerated so that it may become effective at 2:00 p.m., Washington, D.C. time, on July 21, 2015, or as soon as possible thereafter. In this regard, the Company is aware of its obligations under the Securities Act. Once the Registration Statement has been declared effective, we respectfully request that you confirm that event with our counsel, Kenneth Wallach at Simpson Thacher & Bartlett LLP, at (212) 455-3352.

The Company acknowledges that:

 

  •   should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 

  •   the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

 

  •   the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

[Signature Page Follows]

Very truly yours,
BLUE BUFFALO PET PRODUCTS, INC.
By:  

    /s/ Kurt Schmidt

  Name:   Kurt Schmidt
  Title:   Chief Executive Officer

[Signature Page – Acceleration Request]

VIA EDGAR

July 17, 2015

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: H. Roger Schwall, Assistant Director

 

  Re: Blue Buffalo Pet Products, Inc. (the “Company”)

Registration Statement on Form S-1 (File No. 333-204847)

Ladies and Gentlemen:

As representatives of the several underwriters of the Company’s proposed public offering of common stock, we hereby join the Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 2:00 p.m., Washington D.C. time, on July 21, 2015, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated July 8, 2015, through the date hereof:

Preliminary Prospectus dated July 8, 2015:

8,470 copies to prospective underwriters, institutional investors, dealers and others

The undersigned, as Representatives of the several underwriters, advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

Very truly yours,

As Representatives of the several Underwriters

 

J.P. MORGAN SECURITIES LLC
By:  

/s/ Brittany Collier

 

Name: Brittany Collier

Title: Vice President

 

CITIGROUP GLOBAL MARKETS INC.
By:  

/s/ Clayton Hale

 

Name: Clayton Hale

Title: Managing Director

[Signature Page to Acceleration Request]