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United States securities and exchange commission logo
October 6, 2021
Michelle Hook
Chief Financial Officer
Portillo's Inc.
2001 Spring Road, Suite 400
Oak Brook, IL 60523
Re: Portillo's Inc.
Registration
Statement on Form S-1
Filed September 27,
2021
File No. 333-259810
Dear Ms. Hook:
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 filed September 27, 2021
Prospectus Summary, page 1
1. Please tell us your
consideration of presenting operating income which is the most directly
comparable GAAP
financial measure to Restaurant-Level Adjusted EBITDA on pages 3
and 112. Refer to Item
10(e)(1)(i)(A) of Regulation S-K.
Michelle Hook
FirstName LastNameMichelle Hook
Portillo's Inc.
Comapany
October NamePortillo's Inc.
6, 2021
October
Page 2 6, 2021 Page 2
FirstName LastName
Risk Factors
As a controlled company, we will not be subject to all of the corporate
governance rules of the
Nasdaq, page 55
2. Please affirmatively disclose the controlled company exemptions upon
which you intend
to rely following this offering.
Registration Rights Agreement, page 154
3. Provide a summary of the Registration Rights Agreement both here and
under The
Offering on page 19.
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 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.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services