United States securities and exchange commission logo





                             May 27, 2021

       Jeremy Andrus
       Chief Executive Officer
       TGPX Holdings I LLC
       1215 E Wilmington Ave., Suite 200
       Salt Lake City, Utah 84106

                                                        Re: TGPX Holdings I LLC
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted May 3,
2021
                                                            CIK No. 0001857853

       Dear Mr. Andrus:

              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 submitted May 3, 2021

       General

   1.                                                   Please provide us
supplemental 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
                                                        have presented or
expect to present to potential investors in reliance on Section 5(d) of
                                                        the Securities Act,
whether or not you retained or intend to retain copies of these
                                                        communications. Please
contact legal staff associated with the review of this filing
                                                        to discuss how to
submit the materials, if any, to us for review.
   2.                                                   We note that you have
listed that you achieved a milestone net promoter score of 69.
                                                        Please elaborate on the
data behind your net promoter score. For example, please disclose
                                                        how you calculated this
metric. In addition, please revise your disclosure to explain what
 Jeremy Andrus
FirstName  LastNameJeremy Andrus
TGPX Holdings   I LLC
Comapany
May        NameTGPX Holdings I LLC
     27, 2021
May 27,
Page 2 2021 Page 2
FirstName LastName
         a net promoter score of 69 means so that investors have a better
understanding of the
         importance of this achievement.
Cover Page

3.       We note your disclosure that you expect to be a "controlled company"
following the
         consummation of this offering. Please revise your prospectus cover
page to provide the
         names of the controlling stockholders and their respective percentage
of voting power.
Summary Consolidated Financial and Operating Data
Non-GAAP Financial Measures, page 19

4.       We note you present the non-GAAP financial measure, Adjusted EBITDA
Margin. Please
         present the most directly comparable GAAP measure with equal or
greater
         prominence. Refer to Item 10(e)(1)(i)(A) of Regulation S-K. This
comment is also
         applicable to your disclosure of Adjusted EBITDA Margin on page 74.
Consolidated Financial Statements
General, page F-1

5.       Please provide updated interim financial statements and related
disclosures as required by
         Rule 3-12 of Regulation S-X.
1 - Description of Business and Basis of Presentation, page F-7

6.       We note TGPX Holdings I LLC is a wholly owned subsidiary of TGP
Holdings LP. We
         also note TGP Holdings LP issued Class B incentive unit awards to your
employees for
         services performed on your behalf and that the equity-based
compensation expense
         associated with the awards is pushed down to your financial
statements. Please address the
         following:
             Explain to us the nature of any other activities and expenses
incurred by TGP
              Holdings LP during the periods presented and, if applicable, tell
us how you
              determined no additional expense allocations to your financial
statements are
              required based on the provisions of SAB Topic 1:B; and
             Tell us whether the Class B incentive unit awards issued by TGP
Holdings LP will
              remain outstanding or be exchanged for options of Traeger, Inc.
If the units will be
              exchanged for options, disclose and discuss the terms of the
exchange and address
              any accounting implications.
2 - Summary of Significant Accounting Policies
Revenue Recognition and Sales Returns and Allowances, page F-10

7.       Based on disclosures in your accounting policy, in note 3 on page
F-14, and in note 5 on
         page F-15, please address the following:
             You indicate you have certain contractual programs and practices
with customers that
             can give rise to elements of variable consideration such as
customer cooperative
 Jeremy Andrus
TGPX Holdings I LLC
May 27, 2021
Page 3
           advertising and volume incentive rebates and that you estimate the
variable
           consideration using the most likely amount method. Based on the
nature of
           your programs, explain to us why you determined the most likely
amount method is
           the most appropriate;
             You indicate you have entered into contracts with some customers
that allow for
           returns and you appear to record a related allowance against account
receivables.
           Explain to us how you account for and record returns, including
whether you record
           refund assets and refund liabilities or, if not, why; and
             You disclose and discuss sales channels in the filing. Explain to
us your consideration
           of providing disaggregated revenue disclosures by sales channel.

        You may contact Andi Carpenter, Staff Accountant, at (202) 551-3645 or
Anne
McConnell, Staff Accountant, at (202) 551-3645 if you have questions regarding
comments on
the financial statements and related matters. Please contact Sergio Chinos,
Staff Attorney, at
(202) 551-7844 or Erin Purnell, Staff Attorney, at (202) 551-3454 with any
other questions.



                                                            Sincerely,
FirstName LastNameJeremy Andrus
                                                            Division of
Corporation Finance
Comapany NameTGPX Holdings I LLC
                                                            Office of
Manufacturing
May 27, 2021 Page 3
cc:       Stelios Saffos
FirstName LastName