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| 314.444.7600(direct) | 600 Washington Avenue | |||
| 314.241.6056(fax) | Suite 2500 | |||
| www.lewisrice.com | Attorneys at Law | St. Louis, Missouri 63101 |
October 1, 2019
Via EDGAR and Overnight Delivery
Irene Barberena-Meissner
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 4628
Washington, D.C. 20549
| Re: | BellRing Brands, Inc. |
Registration Statement on FormS-1 |
FileNo. 333-233867 |
Dear Ms. Barberena-Meissner:
On behalf of BellRing Brands, Inc. (the “Company”), we are submitting this letter and accompanying materials on a supplemental basis in order to facilitate the review by the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission of the above referenced Registration Statement on FormS-1 (the “Registration Statement”), relating to the offering of shares of the Company’s Class A common stock.
We hereby advise the Staff that based on information currently available and current market conditions, the Company currently intends to offer 31,818,182 of its shares of Class A common stock to the public, utilizing a price range where the low end of the range will not be lower than $15.00 per share and where the high end of the range will not be higher than $18.00 per share. The anticipated price range and offering size remain subject to change. The Company expects to include a bona fide estimated price range, as required by Item 501(b) of RegulationS-K, in an amendment to the Registration Statement to be filed prior to the distribution of any preliminary prospectus.
To facilitate the Staff’s review, we supplementally submit as Exhibit A hereto a selection of changed pages to the Registration Statement reflecting the above-referenced estimated price range and the estimated offering size, as well as certain other changes.
Established 1909
U.S. Securities and Exchange Commission
October 1, 2019
Page 2
The enclosed pages are marked to indicate changes from the Registration Statement, filed on September 20, 2019.
* * *
If you have any questions or comments with respect to the foregoing or to the Registration Statement, please contact the undersigned at314-444-7671.
| Sincerely, |
| /s/ Tom W. Zook |
| cc: | Diedre J. Gray, Post Holdings, Inc. |
Darcy Horn Davenport, BellRing Brands, Inc. |
Exhibit A