BellRing Distribution, LLC
2503 S. Hanley Road
St. Louis, Missouri 63144
February 1, 2022
VIA EDGAR
Bradley Ecker
Sergio Chinos
Division of Corporation Finance
Office of Manufacturing
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: BellRing Distribution, LLC Registration Statement on Form S-4 and Form S-1 (File No. 333-261873)
Dear Mr. Ecker and Mr. Chinos:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the Securities Act), BellRing Distribution, LLC (the Registrant) hereby respectfully requests that the Securities and Exchange Commission (the Commission) accelerate the effective date of its Registration Statement on Form S-4 and Form S-1 (File No. 333-261873), as amended (the Registration Statement), and declare the Registration Statement effective as of 3:00 p.m., Eastern time, on February 3, 2022, or as soon as reasonably practicable thereafter.
The Registrant hereby confirms that it is aware of its obligations under the Securities Act and the Securities Exchange Act of 1934, as amended, with respect to the registration of securities in the Registration Statement. Further, the Registrant acknowledges that, in connection with the Registration Statement and this request for acceleration:
1. should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the filing;
2. the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and
3. the Registrant may not assert the comments of the staff of the Commission and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
If you have any questions or comments regarding the foregoing, please feel free to contact Benet OReilly of Cleary Gottlieb Steen & Hamilton LLP at (212) 225-2746 or by email at boreilly@cgsh.com. In addition, please notify Mr. OReilly when this request for acceleration has been granted.
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Sincerely, |
/s/ Diedre Gray |
Diedre Gray Secretary |
cc: | Securities and Exchange Commission |
Beverly Singleton
Kevin Woody
Bradley Ecker
Sergio Chinos