Pinnacle Foods Finance LLC
Pinnacle Foods Finance Corp.
399 Jefferson Road
Parsippany, NJ 07054
(973) 541-6620
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
September 6, 2016
Pinnacle Foods Finance LLC
Pinnacle Foods Finance Corp.
Registration Statement on Form S-4
File No. 333-213183
Dear Sir or Madam:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Pinnacle Foods Finance LLC and Pinnacle Foods Finance Corp. (the “Issuers”) and each of the affiliates of the Issuers listed on Annex A to this letter (the “Guarantors” and, together with the Issuers, the “Registrants”) hereby request that the effective date of the above referenced Registration Statement (the “Registration Statement”) be accelerated so that the Registration Statement becomes effective under the Securities Act by 9:00 a.m., New York City time, on September 8, 2016, or as soon thereafter as practicable.
The Registrants hereby affirm that they are aware of their obligations under the Securities Act. In connection with the foregoing request, the Registrants further acknowledge that:
| • | should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Registrants may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
2
It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform the Registrants’ counsel, Craig F. Arcella, at (212) 474-1024 and then send written confirmation to the addressees listed on the cover of the Registration Statement.
| Sincerely, | ||
| PINNACLE FOODS FINANCE LLC | ||
| By: | /s/ Craig Steeneck | |
| Name: Craig Steeneck | ||
| Title: Executive Vice President and Chief Financial Officer | ||
| PINNACLE FOODS FINANCE CORP. | ||
| By: | /s/ Craig Steeneck | |
| Name: Craig Steeneck | ||
| Title: Executive Vice President and Chief Financial Officer | ||
| AVIAN HOLDINGS LLC | ||
| By: | /s/ Craig Steeneck | |
| Name: Craig Steeneck | ||
| Title: Executive Vice President and Chief Financial Officer | ||
| BIRDS EYE FOODS, INC. | ||
| By: | /s/ Craig Steeneck | |
| Name: Craig Steeneck | ||
| Title: Executive Vice President and Chief Financial Officer | ||
3
| BIRDS EYE FOODS LLC | ||
| By: | /s/ Craig Steeneck | |
| Name: Craig Steeneck | ||
| Title: Executive Vice President and Chief Financial Officer | ||
| GLK HOLDINGS, INC. | ||
| By: | /s/ Craig Steeneck | |
| Name: Craig Steeneck | ||
| Title: Executive Vice President and Chief Financial Officer | ||
| GLK, LLC | ||
| By: | /s/ Craig Steeneck | |
| Name: Craig Steeneck | ||
| Title: Executive Vice President and Chief Financial Officer | ||
| KENNEDY ENDEAVORS, INCORPORATED | ||
| By: | /s/ Craig Steeneck | |
| Name: Craig Steeneck | ||
| Title: Executive Vice President and Chief Financial Officer | ||
| PINNACLE FOODS FORT MADISON LLC | ||
| By: | /s/ Craig Steeneck | |
| Name: Craig Steeneck | ||
| Title: Executive Vice President and Chief Financial Officer | ||
4
| PINNACLE FOODS GROUP LLC | ||
| By: | /s/ Craig Steeneck | |
| Name: Craig Steeneck | ||
| Title: Executive Vice President and Chief Financial Officer | ||
| PINNACLE FOODS INC. | ||
| By: | /s/ Craig Steeneck | |
| Name: Craig Steeneck | ||
| Title: Executive Vice President and Chief Financial Officer | ||
| PINNACLE FOODS INTERNATIONAL CORP. | ||
| By: | /s/ Craig Steeneck | |
| Name: Craig Steeneck | ||
| Title: Executive Vice President and Chief Financial Officer | ||
| ROCHESTER HOLDCO LLC | ||
| By: | /s/ Craig Steeneck | |
| Name: Craig Steeneck | ||
| Title: Executive Vice President and Chief Financial Officer | ||
| SEASONAL EMPLOYERS, INC. | ||
| By: | /s/ Craig Steeneck | |
| Name: Craig Steeneck | ||
| Title: Executive Vice President and Chief Financial Officer | ||
5
| BOULDER BRANDS, INC. | ||
| By: | /s/ Craig Steeneck | |
| Name: Craig Steeneck | ||
| Title: Vice President | ||
| BOULDER BRANDS USA, INC. | ||
| By: | /s/ Kelley Maggs | |
| Name: Kelley Maggs | ||
| Title: Executive Vice President, Secretary and General Counsel | ||
ANNEX A
Guarantors
| Pinnacle Foods Inc. |
| Pinnacle Foods Group LLC |
| Pinnacle Foods International Corp. |
| Birds Eye Foods, Inc. |
| Avian Holdings LLC |
| Birds Eye Foods LLC |
| Kennedy Endeavors, Incorporated |
| Seasonal Employers, Inc. |
| GLK Holdings, Inc. |
| GLK, LLC |
| Rochester Holdco LLC |
| Pinnacle Foods Fort Madison LLC |
| Boulder Brands, Inc. |
| Boulder Brands USA, Inc. |