 | Bradley Weber 650.752.3226 bweber@goodwinprocter.com | Goodwin ProcterLLP Counselors at Law 135 Commonwealth Drive T: 650.752.3100 F: 650.853.1038 |
July 17, 2015
VIA EDGAR AND FEDERAL EXPRESS
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4561
100 F Street, N.E.
Washington, D.C. 20549
Attention: Loan Lauren P. Nguyen
| Re: | Amplify Snack Brands, Inc. |
| Amendment No. 2 to Registration Statement on Form S-1 |
| File No. 333-205274 |
Dear Ms. Nguyen:
On behalf of Amplify Snack Brands, Inc. (the “Company”), this letter supplementally provides to the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission with a “Recent Developments” section concerning selected preliminary unaudited financial results of the Company for the three months ended June 30, 2015, attached hereto asExhibit A, that the Company intends to include in the preliminary prospectus.
The Company appreciates the Staff’s willingness to accommodate the Company and respectfully requests that the Staff reviewExhibit A in advance of the filing of Amendment No. 2 to the Registration Statement and the launch of the Company’s road show, which is expected to occur on the timeline discussed in our telephone conversation earlier today.
If you should have any questions concerning the enclosed matters, please contact the undersigned at (650) 752-3226.
Sincerely, |
/s/ Bradley C. Weber |
Bradley C. Weber |
Enclosures
| cc: | Diane Fritz,Securities and Exchange Commission |
Ethan Horowitz,Securities and Exchange Commission
Anuja A. Majmudar,Securities and Exchange Commission
Thomas C. Ennis,Amplify Snack Brands, Inc.
Brian Goldberg,Amplify Snack Brands, Inc.
Jon M. Herzog,Goodwin Procter LLP
LizabethAnn R. Eisen,Cravath, Swaine & Moore LLP
2
Exhibit A