Simpson Thacher & Bartlett llp
425 Lexington Avenue
New York, NY 10017-3954
(212) 455-2000
Facsimile (212) 455-2502
Direct Dial Number (212) 455-2948 | | E-Mail Address
JKAUFMAN@STBLAW.COM |
October 12, 2017
VIA EDGAR
| Re: | National Vision Holdings, Inc.
Registration Statement on Form S-1 |
File No. 333-220719
Amanda Ravitz
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Ladies and Gentlemen:
On behalf of National Vision Holdings, Inc. (the “Company”), we are submitting this letter on a supplemental basis in order to facilitate the review by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) of the Company’s Registration Statement on Form S-1 (File No. 333-220719) (as amended, the “Registration Statement”).
Based on information currently available and current market conditions, the Company currently intends to offer its shares of common stock to the public utilizing a price range where the low end of the range will not be lower than $18.00 per share and where the high end of the range will not be higher than $20.00 per share, after giving effect to the approximately 1.97-for-1 reverse stock split that the Company plans to effectuate prior to the consummation of this offering. On a pre-split basis, this would represent an anticipated price range of approximately $9.03 to $10.29 per share. The anticipated price range and contemplated stock split remain subject to change. The Company expects to include a bona fide estimated price range, as required by Item 501(b) of Regulation S-K, in an amendment to the Registration Statement to be filed prior to the commencement of the roadshow.
Please do not hesitate to call me at (212) 455-2948 with any questions or further comments regarding this submission.
| | Very truly yours, |
| | |
| | /s/ Joseph H. Kaufman |
| | |
| | Joseph H. Kaufman |
| | |
| cc: | Securities and Exchange Commission | | |
| | | Tom Jones | | |
| | | Tara Harkins | | |
| | | Kevin Kuhar | | |
| | | | | |
| | National Vision Holdings, Inc. | | |
| | | Mitchell Goodman | | |
| | | | |
| | Latham & Watkins LLP | | |
| | | Marc Jaffe | | |
| | | Ian Schuman | | |
