Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, NY 10036
Deutsche Bank Securities Inc.
60 Wall Street
New York, NY 10005
Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282
J.P. Morgan Securities LLC
383 Madison Ave
New York, NY 10017
June 25, 2018
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: | BJ’s Wholesale Club Holdings, Inc. |
Registration Statement on Form S-1 (File No. 333-224994) |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as the representatives of the several underwriters (the “Representatives”), hereby join in the request of BJ’s Wholesale Club Holdings, Inc., a Delaware corporation (the “Company”), that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it will be declared effective at 4:00 p.m., Eastern Daylight Time, on June 27, 2018, or as soon thereafter as practicable. We, the undersigned Representatives, confirm that the underwriters are aware of their obligations under the Securities Act.
Pursuant to Rule 460 under the Securities Act, we advise you that as of June 25, 2018, we have effected the following distribution of the Company’s Preliminary Prospectus dated June 18, 2018:
4,672 copies to prospective underwriters, institutional investors, dealers and others.
We, the undersigned Representatives, hereby represent on behalf of the underwriters that the underwriters are acting in compliance and will act in compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the offering pursuant to the above-referenced Registration Statement and Preliminary Prospectus.
Very truly yours,
Merrill Lynch, Pierce, Fenner & Smith Incorporated Deutsche Bank Securities Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated | ||||
By: | /s/ Michele A. H. Allong | |||
Name: | Michele A. H. Allong | |||
Title: | Authorized Signatory |
Deutsche Bank Securities Inc. | ||||
By: | /s/ Thomas Schweigl | |||
Name: | Thomas Schweigl | |||
Title: | Director |
By: | /s/ Jeremy Fox | |||
Name: | Jeremy Fox | |||
Title: | Managing Director |
Goldman Sachs & Co. LLC | ||||
By: | /s/ Lindsay Drucker Mann | |||
Name: | Lindsay Drucker Mann | |||
Title: | Managing Director |
[Signature Page to Acceleration Request]
J.P. Morgan Securities LLC | ||||
By: | /s/ Jason Fournier | |||
Name: | Jason Fournier | |||
Title: | Managing Director |
[Signature Page to Acceleration Request]