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Wilson Sonsini Goodrich & Rosati Professional Corporation
650 Page Mill Road Palo Alto, California 94304-1050
O: 650.493.9300 F: 650.493.6811 |
March 1, 2021
Via EDGAR and Overnight Delivery
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Jay Ingram | |
| Sherry Haywood | ||
| Melissa Raminpour | ||
| Effie Simpson | ||
| Re: | VIZIO Holding Corp. | |
| Draft Registration Statement on Form S-1 | ||
| Submitted December 14, 2020 | ||
| CIK No. 0001835591 | ||
Ladies and Gentlemen:
On behalf of our client, VIZIO Holding Corp. (“VIZIO” or the “Company”), we submit this letter in response to the comment from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated January 8, 2021, relating to the above referenced Draft Registration Statement on Form S-1 (the “Registration Statement”). We are concurrently submitting via EDGAR this letter and a revised draft of the Registration Statement. For the Staff’s reference, we are providing to the Staff by overnight delivery copies of this letter as well as both a clean copy of the Registration Statement and a copy marked to show all changes from the version confidentially submitted on December 14, 2020.
In this letter, we have recited the comment from the Staff in italicized, bold type and have followed the comment with the Company’s response.
AUSTIN BEIJING BOSTON BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO
SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE
Securities and Exchange Commission
March 1, 2021
Page 2
General
| 1. | In cases where you commission third party research for use in connection with the registration statement, the third party’s consent must be filed as an exhibit to the registration statement, as required by Section 7. Please file the consent of Toluna, Inc. |
The Company respectfully advises the Staff that the results of the survey conducted by Toluna, Inc. have been removed from the Registration Statement.
*****
Securities and Exchange Commission
March 1, 2021
Page 3
Please direct any questions regarding the Company’s response or the revised draft of the Registration Statement to me at (650) 565-3574 or rpavri@wsgr.com.
| Sincerely, |
| WILSON SONSINI GOODRICH & ROSATI |
| Professional Corporation |
| /s/ Rezwan D. Pavri |
| Rezwan D. Pavri |
| cc: | William W. Wang, VIZIO Holding Corp. |
Adam Townsend, VIZIO Holding Corp.
Jerry C. Huang, VIZIO Holding Corp.
Scott V. Becker, VIZIO Holding Corp.
Katharine A. Martin, Wilson Sonsini Goodrich & Rosati, P.C.
Lisa L. Stimmell, Wilson Sonsini Goodrich & Rosati, P.C.
Mark G.C. Bass, Wilson Sonsini Goodrich & Rosati, P.C.
Alan F. Denenberg, Davis Polk & Wardwell LLP
Emily Roberts, Davis Polk & Wardwell LLP