SIMPSON THACHER & BARTLETTLLP
425 LEXINGTON AVENUE
NEW YORK, NY 10017-3954
(212) 455-2000
FACSIMILE (212) 455-2502
| DIRECT DIAL NUMBER | E-MAIL ADDRESS | |
| (212) 455-3352 | KWALLACH@STBLAW.COM |
July 17, 2015
VIA EDGAR
| Re: | Acceleration Request for Blue Buffalo Pet Products, Inc. |
Registration Statement on Form S-1
File No. 333-204847
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: H. Roger Schwall
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the requests of our client, Blue Buffalo Pet Products, Inc., and of the underwriters that effectiveness of the above-referenced Registration Statement be accelerated to 2:00 p.m., Washington, D.C. time, on July 21, 2015, or as soon as possible thereafter.We ask, however, that the staff of the Securities and Exchange Commission not accelerate such effectiveness until we speak with you on that date.
Please do not hesitate to call me at (212) 455-3352 with any questions.
Very truly yours,
/s/ Kenneth Wallach
Kenneth Wallach
July 17, 2015
VIA EDGAR
| Re: | Blue Buffalo Pet Products, Inc. |
| Registration Statement on Form S-1 |
| File No. 333-204847 |
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: H. Roger Schwall
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Blue Buffalo Pet Products, Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 of the Company (the “Registration Statement”) be accelerated so that it may become effective at 2:00 p.m., Washington, D.C. time, on July 21, 2015, or as soon as possible thereafter. In this regard, the Company is aware of its obligations under the Securities Act. Once the Registration Statement has been declared effective, we respectfully request that you confirm that event with our counsel, Kenneth Wallach at Simpson Thacher & Bartlett LLP, at (212) 455-3352.
The Company acknowledges that:
| • | should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; |
| • | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and |
| • | the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
[Signature Page Follows]
| Very truly yours, | ||||
| BLUE BUFFALO PET PRODUCTS, INC. | ||||
| By: | /s/ Kurt Schmidt | |||
| Name: | Kurt Schmidt | |||
| Title: | Chief Executive Officer | |||
[Signature Page – Acceleration Request]
VIA EDGAR
July 17, 2015
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: H. Roger Schwall, Assistant Director
| Re: | Blue Buffalo Pet Products, Inc. (the “Company”) |
Registration Statement on Form S-1 (File No. 333-204847)
Ladies and Gentlemen:
As representatives of the several underwriters of the Company’s proposed public offering of common stock, we hereby join the Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 2:00 p.m., Washington D.C. time, on July 21, 2015, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated July 8, 2015, through the date hereof:
Preliminary Prospectus dated July 8, 2015:
8,470 copies to prospective underwriters, institutional investors, dealers and others
The undersigned, as Representatives of the several underwriters, advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Remainder of Page Intentionally Left Blank]
Very truly yours,
As Representatives of the several Underwriters
| J.P. MORGAN SECURITIES LLC | ||
| By: | /s/ Brittany Collier | |
Name: Brittany Collier Title: Vice President | ||
| CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /s/ Clayton Hale | |
Name: Clayton Hale Title: Managing Director | ||
[Signature Page to Acceleration Request]
