Withdrawal of Registration Statement (rw)
04 Mai 2017 - 11:00PM
Edgar (US Regulatory)
AdvancePierre Foods Holdings, Inc.
9987 Carver Road
Blue Ash, Ohio
45242
May 4, 2017
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
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Re:
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AdvancePierre Foods Holdings, Inc.
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Request for Withdrawal of Registration Statement
on Form S-1 (File No. 333-217158)
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the
Securities Act
), AdvancePierre Foods
Holdings, Inc. (the
Company
) hereby respectfully requests that the Securities and Exchange Commission (the
Commission
) consent to the withdrawal of the Companys Registration Statement on Form S-1 (File
No. 333-217158), together with all exhibits thereto (the
Registration Statement
), filed with the Commission on April 5, 2017, effective as of the date hereof or at the earliest practicable date hereafter. The Company is
seeking withdrawal of the Registration Statement because it no longer wishes to conduct a public offering of securities at this time. The Registration Statement has not been declared effective by the Commission, and no securities have been sold
thereunder. Therefore, the Company believes that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by Rule 477(a) of the Securities Act.
The Company requests that, in accordance with Rule 457(p) under the Securities Act and subject to compliance with the requirements thereof,
all fees paid to the Commission in connection with the filing of the Registration Statement be credited for potential future use.
If you
require any additional information, please contact Jonathan Ko of Skadden, Arps, Slate, Meagher & Flom LLP at (213) 687-5527.
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Very truly yours,
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AdvancePierre Foods Holdings, Inc.
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By:
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/s/ Michael B. Sims
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Name:
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Michael B. Sims
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Title:
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Senior Vice President, Chief Financial Officer and Treasurer
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cc:
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AdvancePierre Foods Holdings, Inc.
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John N. Simons, Jr.
Skadden, Arps, Slate, Meagher & Flom LLP
Jeffrey H. Cohen, Esq.
Gregg A.
Noel, Esq.
Jonathan Ko, Esq.
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