United States securities and exchange commission logo





                           November 9, 2021

       Richard Medway
       General Counsel and Chief Compliance Officer
       S-Evergreen Holding LLC
       11400 S.E. 6th Street, Suite 125
       Bellevue, WA 98004

                                                        Re: S-Evergreen Holding
LLC
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted October
12, 2021
                                                            CIK No. 0001883313

       Dear Mr. Medway:

              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 October 12, 2021

       Prospectus Summary, page 1

   1.                                                   Please revise your Risk
Factor Summary to discuss that Ares Funds may be able to
                                                        continue to influence
or control your company after this offering, if true.
       Prospectus Summary
       Company Overview
       Who we are, page 1

   2.                                                   Please present with
equal or greater prominence the comparable GAAP measure to
                                                        "adjusted EBITDA
margin" here and where ever presented in the filing. Refer to Item
                                                        10(e)(1)(i)(A) of
Regulation S-K.
 Richard Medway
S-Evergreen Holding LLC
November 9, 2021
Page 2
Track record of consistent growth and recent performance, page 2

3.       To provide investors with balanced information about your historical
performance, please
         amend the discussion and the graphics in this section to include data
for fiscal 2020, or tell
         us why you are unable to do so. Provide similar disclosure throughout
the prospectus.
How we plan to grow, page 11

4.       Expand your disclosure to discuss your expected timeline for reaching
your growth
         opportunity of approximately 2,200 potential locations across the
United States and
         Canada. In this regard, we note your disclosure on page 115 that as of
September 2021,
         you had 284 stores in the United States and Canada and that you expect
to open 10 to
         more than 20 new stores per year on a net basis, starting in 2022, on
page 81. In addition,
         if any of the data relates to publications, surveys or reports that
were commissioned by
         you for use in connection with the registration statement, please file
consents of such third
         parties pursuant to Rule 436 of the Securities Act as exhibits to your
registration statement
         or tell us why you believe you are not required to do so. In this
regard, we note your
         reference to "a third-party analysis prepared for us."
5.       We note in the second paragraph on page 12 that    We target most of
our new stores to
         achieve a payback period of two and [a] half years or less.    Expand
to disclose the
         percentage of your new stores that have achieved this target during
the time periods
         discussed in the prospectus.
How we plan to grow
Continue to implement strategic initiatives to drive efficiency and expand
margin, page 13

6.       Please disclose the basis for your expectation that your recent
initiatives will generate
         combined incremental savings of at least $200,000 per store per year.
Summary Financial and Other Data
Key business metrics and non-GAAP financial measures, page 21

7.       It is stated in footnotes (1) and (2) on page 22 that comparable store
sales is calculated for
         stores open during the entirety of both periods that are being
compared. It is disclosed on
         page 79 that stores were temporarily closed in 2020 because of the
pandemic. Please
         explain to us why closed stores were not included in the calculation
of comparable store
         sales.
Non-GAAP Measures, page 22
FirstName LastNameRichard Medway
8.     The presentation of "Non-GAAP Combined" on other than a pro forma basis
in
Comapany   NameS-Evergreen
       accordance  with ArticleHolding  LLC
                                11 of Regulation S-X is not appropriate. Please
revise your
       presentation
November            accordingly
           9, 2021 Page 2        here and elsewhere this presentation appears.
FirstName LastName
 Richard Medway
FirstName LastNameRichard
S-Evergreen Holding LLC Medway
Comapany 9,
November  NameS-Evergreen
             2021         Holding LLC
November
Page 3    9, 2021 Page 3
FirstName LastName
The global COVID-19 pandemic and the governments responses in the jurisdictions
in which we
operate, page 33

9.       Please revise, to the extent possible, to quantify the negative impact
COVID-19 has had
         on the company's business and operations. Please include enough detail
so that
         shareholders can appreciate the discussed risk. For guidance, refer to
CF Disclosure
         Guidance: Topic No. 9 and CF Disclosure Guidance: Topic No. 9A,
available on our
         public website.
Risk Factors
Compromises of our data security could cause us to incur unexpected
expenses..., page 42

10.      We note your disclosure regarding your ransomware attack in July 2020.
To the extent
         material, please disclose the cost and impact of that incident. Please
also disclose the
         nature of the board   s role in overseeing the company   s
cybersecurity risk management.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Cost of supply and processing, page 82

11.      We note your disclosure that "[b]etween 2018 and 2020, cost of
merchandise sold per
         pound processed declined from $0.58 to $0.52, contributing to our
gross product margin
         expansion from 48.3% to 57.6%." Please revise to describe the impact
of the COVID-19
         pandemic on the decrease in the cost of merchandise sold per pound. In
this regard, we
         note your disclosure elsewhere that "[d]ue to the closure of our
retail locations during the
         pandemic, we accepted fewer donations made to our NPPs at our
Community Donation
         Centers."
Segment results, page 92

12.      Please revise your disclosure to explain why segment profit is greater
on a dollar amount
         for the Canada Retail segment compared to the U.S. Retail segment
despite lower
         sales and why it is significantly greater as a percent of sales.
Liquidity and Capital Resources, page 93

13.      File each of your credit agreements as exhibits or tell us why you
believe they should not
         be filed. Refer to Item 601(b)(10) of Regulation S-K.
Cash Flows
Cash provided by (used in) operating activities, page 97

14.      Your analysis of changes in operating cash flows solely references net
results, noncash
         charges and net operating assets/liabilities. Note that references to
these items may not
         provide a sufficient basis to understand how operating cash actually
was affected between
         periods. Your analysis should discuss factors that actually affected
operating cash and
         reasons underlying these factors. Refer to the introductory paragraph
of section IV.B and
 Richard Medway
FirstName LastNameRichard
S-Evergreen Holding LLC Medway
Comapany 9,
November  NameS-Evergreen
             2021         Holding LLC
November
Page 4    9, 2021 Page 4
FirstName LastName
         paragraph B.1 of Release No. 33-8350 for guidance, and section 501.04
of the staff   s
         Codification of Financial Reporting Releases regarding quantification
of variance factors.
         Please revise your disclosure as appropriate.
Business, page 102

15.      We note your disclosure that you have "consistently grown our loyalty
member base,
         ending 2020 with 12% active member growth year-over-year" and that as
of "August
         2021, we had 3.6 million active members enrolled in our U.S. and
Canadian loyalty
         programs who have made a purchase within the last 12 months." To
provide additional
         context for investors, quantify active members for other financial
periods included in your
         registration statement.
Centralized Processing Centers and Automated Book Processing, page 114

16.      Expand the second paragraph on page 115 to disclose the material
terms, including the
         counterparty, of your current purchase plans. Please file the purchase
plans as exhibits or
         tell us why you believe they should not be filed. Refer to Item
601(b)(10) of Regulation S-
         K.
Notes to Consolidated Financial Statements
Note 10. Segment Information, page F-29

17.      You state you evaluate the performance of segments based on "adjusted
operating income
         (loss)." For segment results, you present "segment profit." Please
tell us whether these
         two measures are the same or different. If the same, use one
description or the other for
         consistency. If they differ, explain to us and disclose how they
differ and why you do not
         present amounts for adjusted operating income (loss).
General

18.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications. Please contact the staff
member associated
         with the review of this filing to discuss how to submit the materials,
if any, to us for our
         review.
19.      Please file the Purchase and Sale Agreement with Crescent as an
exhibit. Refer to Item
         601(b)(10) of Regulation S-K.
20.      We note that the prospectus appears to include market and industry
data. For example, we
         note your disclosure that "The U.S. secondhand market, which is a
subset of the broader
         retail market, is expected to reach $36 billion in 2021 and is
expected to grow 21%
         annually to $77 billion by 2025," "Thrift accounted for approximately
60% of the total
         secondhand market in 2021, and we believe we benefit from the powerful
secular trends
 Richard Medway
S-Evergreen Holding LLC
November 9, 2021
Page 5
         driving growth in the sector," "[this] industry is expected to grow at
a 21% CAGR from
         2021 to 2025" and "As of April 2021, 42% of all consumers and 53% of
millennials and
         Gen Z consumers reported they expect to spend more on secondhand items
in the next five
         years." If any of the data relates to publications, surveys or reports
that were
         commissioned by you for use in connection with the registration
statement, please file
         consents of such third parties pursuant to Rule 436 of the Securities
Act as exhibits to
         your registration statement or tell us why you believe you are not
required to do so.
21.      Please tell us how you measured the 93% aided brand awareness
disclosed here and
         throughout your registration statement.
22.      Please ensure the nature of the information contained in the tables
included throughout
         your registration statement and their source is explained. For
example, provide the source
         of the information included on your table on page 105.
23.      We note that you include results and metrics throughout the filing for
certain historical
         periods while not disclosing those same results and metrics for 2020.
For example, we
         note your disclosure that "[i]n 2019, we processed over one billion
pounds of secondhand
         goods," and "[w]e achieved positive comparable store sales growth from
2009 through
         2019, even throughout recessionary periods." To provide balanced
disclosure, please
         revise here and throughout the filing to include all historical
periods including in graphics
         and charts, as appropriate.
        You may contact Ta Tanisha Meadows at 202-551-3322 or Doug Jones at
202-551-3309
if you have questions regarding comments on the financial statements and
related
matters. Please contact Stacey Peikin at 202-551-6223 or Jennifer L  pez-Molina
at 202-551-
3792 with any other questions.



FirstName LastNameRichard Medway                                Sincerely,
Comapany NameS-Evergreen Holding LLC
                                                                Division of
Corporation Finance
November 9, 2021 Page 5                                         Office of Trade
& Services
FirstName LastName