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November 16, 2020
Ilene Eskenazi
General Counsel
PET Acquisition LLC
10850 Via Frontera
San Diego, California 92127
Re: PET Acquisition LLC
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted on
November 3, 2020
CIK No. 0001826470
Dear Mr. Eskenazi:
We have reviewed your amended draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amended Draft Registration Statement on Form S-1
Cover Page
1. We note your response
to prior comment 1. Please revise the prospectus summary to
clarify that no public
stockholders will be eligible to convert their Class A shares. Please
also revise the
penultimate risk factor on page 49 to clarify that the ability of holders of
Class B-1 common stock
and Class B-2 common stock to convert their shares on a
combined,
share-for-share basis into shares of Class A common stock represents issuances
that will dilute the
ownership of public stockholders.
Ilene Eskenazi
FirstName LastNameIlene Eskenazi
PET Acquisition LLC
Comapany 16,
November NamePET
2020 Acquisition LLC
November
Page 2 16, 2020 Page 2
FirstName LastName
Summary, page 1
2. We note your response to prior comment 3. Please revise to expand your
discussion of the
transaction in which Scooby LP and your sponsors acquired Petco
Holdings, Inc. in
Janurary 2016.
Increase Engagement and Monetization Across All Channels and Offerings, page 9
3. We note your response to prior comment 4. In order to contextualize
your disclosure that
multi-channel customers spend 4.5x to 6.5x, please disclose the
average amount that a
single-channel customer spends.
Selected Historical Consolidated Financial Data
Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted EBITDA Margin, page 69
4. Refer to your response to comment 9. It appears the adjustment for
your proportionate
share of joint ventures' EBITDA recognizes amounts to which you are
not entitled. This
appears to substitute an individually tailored method of recognition
for GAAP pursuant to
Question 100.04 of the staff s Compliance and Disclosure
Interpretations Non-GAAP
Financial Measures. Please revise to remove this adjustment.
Our Transformation, page 91
5. We note your response to prior comment 13 and re-issue that comment.
Please revise to
describe the specific steps that were taken by you in the last three
years to improve and
expand your operations; in this regard, we note that the disclosure
about your $300 million
build out remains vague. In addition, we cannot locate your disclosure
on page 74
describing your incurred costs in greater detail; in this regard, it
appears that the additional
disclosure is duplicative of the disclosure that previously appeared
on page 93.
Distributor Network, page 107
6. We note your response to prior comment 16. Please expand your
discussion at page 107,
or elsewhere as appropriate, to describe the terms of your agreements
with your
distributors.
General
7. We note your response to prior comment 17. Please revise your
prospectus to disclose
that voting rights were divided between Class B-1 stock and Class B-2
stock in order to
maintain CPP Investments' compliance with the Canada Pension Plan
Investment Board
Act, which restricts CPP Investments from investing in securities of a
company that carry
more than 30% of the votes that may be cast for the election of
directors.
Ilene Eskenazi
FirstName LastNameIlene Eskenazi
PET Acquisition LLC
Comapany 16,
November NamePET
2020 Acquisition LLC
November
Page 3 16, 2020 Page 3
FirstName LastName
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,
Division of
Corporation Finance
Office of Trade &
Services
cc: Andrew Fabens