EXECUTION COPY
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Christopher F. Chase
Re: ROUNDY’S PARENT COMPANY, INC.
REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-178311)
February 3, 2012
Dear Mr. Chase,
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we, as Representatives of the several Underwriters, wish to advise you that in connection with the Registration Statement on Form S-1 filed on December 5, 2011, as amended, the following number of Preliminary Prospectuses dated January 26, 2012 were distributed during the period beginning on January 26, 2012 and through the date hereof:
Preliminary Prospectus dated January 26, 2012
Approximately 1,700 to Underwriters and others
We have been informed by the participating Underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, we hereby join in the request of Roundy’s Parent Company, Inc. for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 3:00p.m. Eastern Time on February 7, 2012, or as soon as possible thereafter.
| Very truly yours, | ||
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| Credit Suisse Securities (USA) LLC | ||
| J.P. Morgan Securities LLC | ||
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| As Representatives of the several Underwriters | ||
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| CREDIT SUISSE SECURITIES (USA) LLC | ||
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| By: | /s/ Cullen Lee | |
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| Name: | Cullen Lee |
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| Title: | Director |
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| J.P. MORGAN SECURITIES LLC | ||
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| By: | /s/ John Clark | |
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| Name: | John Clark |
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| Title: | Vice President |
[Signature Page for the Underwriters Acceleration Request]
