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United States securities and exchange commission logo
October 19, 2021
Michelle Hook
Chief Financial Officer
Portillo's Inc.
2001 Spring Road, Suite 400
Oak Brook, IL 60523
Re: Portillo's Inc.
Amendment No. 3 to
Registration Statement on Form S-1
Filed October 12,
2021
File No. 333-259810
Dear Ms. Hook:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our
October 6, 2021 letter.
Amendment No. 3 to Registration Statement on Form S-1
Recent Developments, page 17
1. If you choose to
disclose preliminary results, you should be able to assert that the actual
results are not
expected to vary materially from that reflected in the preliminary results.
Accordingly, please
remove your indication that "adjustments may be material," as it
implies that investors
should not rely on the information presented, or explain why the
presentation of this
information alongside such a disclaimer provides meaningful
disclosure to
investors.
Michelle Hook
FirstName LastNameMichelle Hook
Portillo's Inc.
Comapany
October 19,NamePortillo's
2021 Inc.
October
Page 2 19, 2021 Page 2
FirstName LastName
2. Please advise us why you believe that presenting your operating income
and net income
without providing estimated disclosure regarding changes in other
financial statement line
items during the same period, such as costs and expenses, is
appropriate and does not
provide investors with an incomplete picture of your results of
operations.
Capitalization, page 80
3. We note your disclosure that the "as adjusted" presentation reflects
the Reorganization
Transactions. This appears to be inconsistent with the pro forma
presentation before the
offering adjustments on page 90. It appears the balances presented
here represent the
"offering adjustments" presented in the pro forma balance sheet on
page 90. Please clarify
or revise.
Unaudited Pro Forma Consolidated Financial Information, page 84
4. Your disclosure in the fourth bullet point on page 84 discloses net
proceeds of $344.4
million after deducting underwriter discounts and commissions but
before offering costs.
This appears to be inconsistent with the reconciliation in note (1) on
page 91 which states
the net proceeds received after deducting underwriter discounts and
commissions but
before offering costs is $352.5 million. Please clarify or revise.
Unaudited Pro Forma Consolidated Statement of Operations, page 86
5. Please revise your line for net income (loss) for the year ended
December 27, 2020 and for
the two quarters ended June 27, 2021 to income (loss) before income
taxes or revise your
presentation to disclose income tax expense before your calculations
of net income (loss).
Please refer to the guidance in ASC 220-10-55.
6. Please tell us your consideration of providing the historical basic
and diluted per share
amounts and weighted average number of shares outstanding during the
periods presented
for Portillo's OpCo and Pro forma before offering adjustments of
Portillo's Inc. Please
refer to Rule 11-02(a)(9) of Regulation S-X.
Unaudited Pro Forma Consolidated Balance Sheet, page 90
7. We note from the disclosure in adjustment 9 on page 93 that under the
Amended LLC
Agreement, holders of LLC Units will have the right to require
Portillo s OpCo to redeem
all or a portion of their LLC Units. Please tell us how you considered
the guidance in ASC
480-10-S99 to determine that your contingently redeemable
non-controlling interest
should be classified as permanent equity on your pro forma balance
sheet.
Notes to Unaudited Pro Forma Consolidated Balance Sheet, page 91
8. Please make it transparent how you calculated amounts for the
transaction accounting
adjustments column and the offering adjustments column for adjustments
(5), (6), (7) and
(9).
Michelle Hook
Portillo's Inc.
October 19, 2021
Page 3
You may contact Tony Watson at 202-551-3318 or Angela Lumley at
202-551-3398 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Stacey Peikin at 202-551-6223 or Mara Ransom at 202-551-3264 with any
other
questions.
FirstName LastNameMichelle Hook Sincerely,
Comapany NamePortillo's Inc.
Division of
Corporation Finance
October 19, 2021 Page 3 Office of Trade &
Services
FirstName LastName