United States securities and exchange commission logo





                             September 25, 2020

       Michael R. Egeck
       Chief Executive Officer
       Leslie's, Inc.
       2005 East Indian School Road
       Phoenix, Arizona 85016

                                                        Re: Leslie's, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted August
27, 2020
                                                            CIK No. 0001821806

       Dear Mr. Egeck:

              We have reviewed your 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.

       Draft Registration Statement on Form S-1 submitted August 27, 2020

       Our Competitive Strengths
       "Direct relationships with more than 11 million . . .", page 8

   1.                                                   Please define "active
consumers," "existing consumers," and "lapsed residential
                                                        customers." In doing
so, please provide context for your disclosures throughout your
                                                        prospectus that you
have 11 million consumers and 5.5 million residential consumers.
       Our Growth Strategies
       Grow additional share in the professional market, page 11

   2.                                                   Expand this discussion
to elaborate upon what your new store opening plan might be in
                                                        the near term,
specifically with respect to the PRO locations, given your statement that
 Michael R. Egeck
FirstName   LastNameMichael R. Egeck
Leslie's, Inc.
Comapany 25,
September    NameLeslie's,
                2020       Inc.
September
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         pool care professionals "spend more than 25x more than residential
consumers."
Risk Factors
Risks Related to Our Business
"We are subject to risks associated with leasing retail space . . .", page 22

3.       We note your disclosure that "[i]f an existing or new location is not
profitable, and
         [you] decide to close it, as [you] have done in the past and may do in
the future, [you] may
         nonetheless be committed to perform our obligations under the
applicable lease including,
         among other things, paying the base rent for the balance of the lease
term." Please
         disclose the extent to which you are currently liable for lease
payments for closed
         locations, and, if applicable, when you expect any continued
obligations to terminate.
Risks Related to our Indebtedness
"Restrictive covenants in the agreements governing . . .", page 31

4.       Please quantify the "significant portion of [y]our assets" that you
have pledged as
         collateral to secure your Credit Facilities.
Risks Related to this Offering and Ownership of Common Stock
"Your ability to influence corporate matters may be limited . . .", page 37

5.       You disclose that your officers, directors, and principal stockholders
will have significant
         control over all matters requiring stockholder approval, and that
these officers, directors,
         and principal shareholders may have interests that are different from
other shareholders.
         In an appropriate place in your filing, please briefly describe these
conflicting interests, if
         currently known.
Use of Proceeds, page 43

6.       We note your disclosure that you currently intend to use proceeds to
"repay in full the
         entire outstanding amount under [y]our Senior Unsecured Notes, which
was $390.0
         million as of June 27, 2020;" and "to repay a portion of [y]our Term
Loan, which had
         $815.3 million outstanding as of June 27, 2020." In this section,
please set forth the
         interest rate and maturity of such indebtedness. If the indebtedness
to be discharged was
         incurred within one year, describe the use of the proceeds of such
indebtedness other than
         short-term borrowings used for working capital. See Instruction 4 to
Item 504 of
         Regulation S-K.

Management   s Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 55

7.       Your presentation of Adjusted Free Cash Flow appears to be a non-GAAP
liquidity
         measure. Please present the three major categories of the statement of
cash flows when a
         non-GAAP liquidity measure is presented or tell us why you believe
such disclosure is not
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FirstName   LastNameMichael R. Egeck
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                2020       Inc.
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         required. Refer to Item 10(e)(1)(i) of Regulation S-K and Question
102.06 of the
         Compliance and Disclosure Interpretations of Non-GAAP Financial
Measures.
8.       When discussing sales, please ensure you discuss revenue fluctuations
due to changes in
         the volume of product versus services. In this regard, gross profit
and margin should also
         be analyzed between sales of tangible products versus services. We may
have further
         comment.
Nine Months Ended June 27, 2020 Compared to Nine Months Ended June 29, 2019,
page 58

9.       We note your disclosure that the increase in sales for the nine months
ended June 27, 2020
         was driven by an increase in consumer demand across all product
categories due to higher
         use of residential pools and spas. Considering your disclosure
elsewhere that there has
         been a significant increase in demand in your industry due to
accelerated secular trends in
         consumer behavior related to COVID-19, please explicitly disclose
whether the increase
         in consumer demand for your products was related to COVID-19, and
whether you expect
         the demand to remain the same or increase in future periods. Make
conforming changes
         throughout your discussion of results of operations, where COVID-19
contributed to
         changes in line items, as applicable.
Selling, General and Administrative Expenses, page 58

10.      We note your disclosure that "[t]he increase in SG&A was primarily
driven by increased
         costs related to higher sales volume, higher compensation expenses,
COVID-19 related
         costs, expenses related to strategic consolidations of certain
locations, e-
         commerce marketplace fees, and investments in general and
administrative infrastructure
         to support continued growth." Please amend your disclosure to quantify
the amount of the
         increase in SG&A attributable to each of the listed factors. Make
conforming changes
         throughout your results of operations discussion where you list
multiple factors
         contributing to changes in line items.
Contractual Obligations, page 63

11.      We note your disclosure that "[t]here have been no material changes
from the information
         included in Item 8 of this Form S-1 below." However, Item 8 of Form
S-1 relates to your
         Plan of Distribution, and not to your known contractual obligations.
Therefore, please
         amend your disclosure to provide the information required by Item
303(a)(5) of
         Regulation S-K.
Business
Our Company, page 67

12.      We note your disclosure that "[you] command a market-leading share of
nearly 15% of
         residential aftermarket product spend, [y]our physical network is
larger than the sum of
         [y]our twenty largest competitors, and [y]our digital market share is
estimated to be
         greater than five times as large as that of [y]our largest digital
competitor." Please clarify
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FirstName   LastNameMichael R. Egeck
Leslie's, Inc.
Comapany 25,
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                2020       Inc.
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         how you measure the size of your physical network, and how you
calculate the "sum" of
         your twenty largest competitors. Also, to provide context for
investors, please quantify
         your digital market share.
13.      You disclose that "[you] offer an extensive assortment of
professional-grade products, the
         majority of which are exclusive to Leslie   s, as well as certified
installation and repair
         services, all of which are essential to the ongoing maintenance of
pools and spas." In an
         appropriate place in your filing, please disclose the percentage of
your revenue
         attributable to sales of products and fees from services,
respectively. As a related matter,
         please disclose how you typically charge fees for your on-site
evaluations, installation,
         and repair services.
14.      Please tell us whether you commissioned the research conducted by P.K.
Data. If so,
         please file the consent required by Rule 436 and Section 7 of the
Securities Act.
15.      We note your graphic on page 69, which shows your historical sales
beginning in 2001,
         and through "LTM," which you define as the "last twelve months and
refers to the four-
         quarter period ended June 27, 2020." Considering that the LTM period
includes the fourth
         quarter of your fiscal 2019, and all the other periods shown include
results for full fiscal
         years, it does not appear that this period is comparable to the other
periods in your
         graphic. Therefore, please tell us why you believe it is appropriate
to compare LTM to
         prior fiscal years. Alternatively, please update this amount once the
2020 historical sales
         information is available. Make conforming changes to your filing,
including to your
         prospectus summary.
Leslie's Evolution in the Digital World
Digital Network, page 70

16.      You disclose that "[o]ur complementary platform of branded proprietary
e-commerce
         websites and marketplace storefronts allows us to seamlessly serve the
needs of all digital
         consumers through curated pricing and targeted merchandising
strategies." However, in
         your risk factor on page 20, you disclose that "[you] sell [y]our
products through online
         marketplaces and online retailers and are subject to their terms of
service and their various
         other policies." Please clarify the extent to which you sell products
on your own platform
         or marketplace versus through third party marketplaces.
Our Growth Strategies, page 76

17.      We note your disclosure that "[y]our consumer retention metrics have
historically been
         strong." Please quantify your historical retention metrics for the
periods presented and
         describe how you measure and define "retention," including the
relevant time period(s) by
         which you measure retention.
Our Marketing Strategy, page 81

18.      We note your disclosure that "[you] have the highest aided and unaided
awareness in the
 Michael R. Egeck
Leslie's, Inc.
September 25, 2020
Page 5
      aftermarket pool and spa care industry, which as of August 2020, was 3.5x
the unaided
      awareness of the next closest specialty competitor." Please clarify how
you measure
      "aided and unaided awareness," and provide support for your statement
that you have the
      highest of both in the aftermarket pool and spa care industry and 3.5x
the unaided
      awareness of the next closest specialty competitor.
Government Regulation, page 86

19.   Please provide more detail regarding the effect of the government
regulations described in
      this section on your business and operations.
Certain Relationships and Related Party Transactions, page 111

20.   Please file your management services agreement as an exhibit to your
filing. See Item
      601(b)(10) of Regulation S-K.
Consolidated Statements of Operations, page F-3

21.   We note sales and cost of merchandise and services sold as stated on
pages F-3 and F-18
      includes sales of tangible products and services. Please note 5-03.1 of
Regulation S-X
      requires separate presentation of revenues and costs associated with
products versus
      services. Please revise or advise.
Notes to Consolidated Financial Statements
Note 2     Summary of Significant Accounting Policies
Shipping and Handling Costs, page F-27

22.   Please disclose the amount of shipping and handling costs recorded as
cost of merchandise
      and service sold for all periods presented. Refer to ASC 605-45-50-2.
       You may contact Suying Li at (202) 551-3335 or Jim Allegretto at (202)
551-3849 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Katherine Bagley at (202) 551-2545 or Mara Ransom at (202) 551-3264
with any other
questions.



                                                           Sincerely,
FirstName LastNameMichael R. Egeck
                                                           Division of
Corporation Finance
Comapany NameLeslie's, Inc.
                                                           Office of Trade &
Services
September 25, 2020 Page 5
cc:       Christian O. Nagler
FirstName LastName