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
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E-Mail Address
JKAUFMAN@STBLAW.COM
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October 12, 2017
VIA EDGAR
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Re: |
National Vision Holdings, Inc.
Registration Statement on Form S-1
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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.
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Very truly yours,
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/s/ Joseph H. Kaufman
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Joseph H. Kaufman
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cc:
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Securities and Exchange Commission
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Tom Jones
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Tara Harkins
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Kevin Kuhar
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National Vision Holdings, Inc.
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Mitchell Goodman
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Latham & Watkins LLP
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Marc Jaffe
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Ian Schuman
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