 | ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM |
October 2, 2017
VIA FEDEX AND EDGAR
| Re: | Party City Holdco Inc. |
Form10-K for the fiscal year ended December 31, 2016
Filed March 16, 2017
FileNo. 001-37344
Jennifer Thompson, Accounting Branch Chief
Lisa Sellars, Staff Attorney
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Dear Ms. Thompson and Ms. Sellars:
On behalf of Party City Holdco Inc. (the “Company”), we are hereby providing the following response to the comment letter from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated September 18, 2017 related to the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 2016. To assist your review, we have presented the text of the Staff’s comment in italics below. The response and information described below are based upon information provided to us by the Company.
Form10-K for the fiscal year ended December 31, 2016
Exhibit 23.1
| 1. | We note your consent only refers to your report with respect to the consolidated financial statements and schedules of Party City HoldCo Inc and does not appear to consent to the incorporation by reference of your report on the effectiveness of internal control over financial reporting dated March 15, 2017 and included on page 64 of the10-K. Please file a consent related to the report on the effectiveness of internal control over financial reporting or tell us why you do not believe it is required. |
Response to Comment:The Company acknowledges the Staff’s comment and will file a revised consent which will include a consent related to the incorporation by reference of our independent auditor’s report on the effectiveness of internal control over financial reporting in an amendment to the Form10-K for the fiscal year ended December 31, 2016.
Party City Holdco Inc.
* * * * *
Please do not hesitate to call me at617-235-4961 or Michael R. Littenberg at212-596-9160 with any questions or further comments you may have regarding this filing or if you wish to discuss the above responses.
| Sincerely, |
| /s/ Thomas J. Danielski |
| Thomas J. Danielski |
cc: Daniel J. Sullivan
Michael R. Littenberg