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United States securities and exchange commission logo
December 15, 2020
Ilene Eskenazi
General Counsel
PET Acquisition LLC
10850 Via Frontera
San Diego, California 92127
Re: PET Acquisition LLC
Registration
Statement on Form S-1
Filed on December
3, 2020
File No. 333-251107
Dear Mr. Eskenazi:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
A Letter From PETCO, page iii
1. Please balance your
statements about the company s positive growth prospects with a
discussion of the risks
and obstacles you face, including the significant losses that you
have incurred and your
accumulated deficit. Please also remove statements that suggest
you are the only pet
care company that provides food, supplies, grooming, training, and
vet services in an
integrated fashion or provide the basis for this statement. Similarly,
please tell us how you
determined that you are making massive, positive impacts on
pets, parents, your
partners, and the communities you serve. Lastly, given that you
continue to operate in
the same industry and the customers you serve remain
fundamentally the same,
please remove the statement that you are a profoundly new
Petco.
Ilene Eskenazi
PET Acquisition LLC
December 15, 2020
Page 2
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Keira Nakada at (202) 551-3659 or Doug Jones at (202)
551-3309 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Daniel Morris at (202) 551-3314 or Lilyanna Peyser at (202) 551-3222
with any other
questions.
Sincerely,
FirstName LastNameIlene Eskenazi
Division of
Corporation Finance
Comapany NamePET Acquisition LLC
Office of Trade &
Services
December 15, 2020 Page 2
cc: Andrew Fabens
FirstName LastName