Stadium Capital Management, LLC
199 Elm Street
New Canaan, CT 06840-5321
April 22, 2015
BY EDGAR
Office of Mergers & Acquisitions
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Attn: | Christina Chalk, Esq. |
Re: | Big 5 Sporting Goods Corporation |
| PREC14A filed April 7, 2015 |
| Filed by Stadium Capital Management, LLCet al |
| File No. 0-49850 |
Ladies and Gentlemen:
In response to your request in the letter dated April 14, 2015, relating to the above-referenced filing, the undersigned each hereby acknowledge the following:
| 1. | The undersigned are responsible for the adequacy and accuracy of the disclosure in their filings; |
| 2. | Comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and |
| 3. | The undersigned may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
* * *
| Very truly yours, |
| |
| STADIUM CAPITAL MANAGEMENT, LLC |
| | | |
| By: | /s/ Alexander M. Seaver |
| | Name: | Alexander M. Seaver |
| | Title: | Manager |
| | | |
| STADIUM CAPITAL PARTNERS, L.P. |
| | | |
| By: | Stadium Capital Management, GP, L.P. |
| | General Partner |
| | | |
| By: | Stadium Capital Management, LLC |
| | General Partner |
| | | |
| By: | /s/ Alexander M. Seaver |
| | Name: | Alexander M. Seaver |
| | Title: | Manager |
| | | |
| STADIUM CAPITAL MANAGEMENT GP, L.P. |
| | | |
| By: | Stadium Capital Management, LLC |
| | General Partner |
| | | |
| By: | /s/ Alexander M. Seaver |
| | Name: | Alexander M. Seaver |
| | Title: | Manager |
| STADIUM CAPITAL QUALIFIED PARTNERS, L.P. |
| | | |
| By: | Stadium Capital Management, GP, L.P. |
| | General Partner |
| | | |
| By: | Stadium Capital Management, LLC |
| | General Partner |
| | | |
| By: | /s/ Alexander M. Seaver |
| | Name: | Alexander M. Seaver |
| | Title: | Manager |
| | | |
| /s/ Bradley R. Kent |
| Bradley R. Kent |
| |
| /s/ Alexander M. Seaver |
| Alexander M. Seaver |
| |
| /s/ Dominic P. DeMarco |
| Dominic P. DeMarco |
| |
| /s/ Nicholas Donatiello, Jr. |
| Nicholas Donatiello, Jr. |
| |
| /s/ Michael J. McConnell |
| Michael J. McConnell |
cc: David J. Berger, Wilson Sonsini Goodrich & Rosati, Professional Corporation