SIMPSON THACHER & BARTLETTLLP
425 LEXINGTON AVENUE
NEW YORK, N.Y. 10017-3954
(212) 455-2000
FACSIMILE (212) 455-2502
| DIRECT DIAL NUMBER | E-MAIL ADDRESS | |
| (212) 455-3352 | KWALLACH@STBLAW.COM |
July 15, 2015
VIA EDGAR
| Re: | Blue Buffalo Pet Products, Inc. |
Amendment No. 2 to Registration Statement on Form S-1
Filed July 8, 2015
CIK No. 0001609989
H. Roger Schwall
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Ladies and Gentlemen:
On behalf of Blue Buffalo Pet Products, Inc. (the “Company”), we hereby submit by direct electronic transmission for filing under the Securities Act of 1933, as amended, Amendment No. 3 to the Registration Statement on Form S-1 (the “Registration Statement”) relating to the proposed initial public offering of the Company’s common stock. We acknowledge the oral comments from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission with respect to the opinion of Simpson Thacher & Bartlett LLP attached as Exhibit 5.1 to Amendment No. 2 to the Registration Statement on Form S-1 that was filed on July 8, 2015. In response to the Staff’s comments, we have revised the opinion attached as Exhibit 5.1 to the Registration Statement.
Please do not hesitate to contact me at (212) 455-3352 or Hui Lin at (212) 455-7862 with any questions you may have regarding this filing.
Very truly yours,
/s/ Kenneth B. Wallach
Kenneth B. Wallach
