June 7, 2013
VIA EDGAR AND HAND DELIVERY
Ms. Lauren P. Nguyen
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: |
Noodles & Company |
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Registration Statement on Form S-1 and subsequent amendment |
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File No. 333-188783 |
Dear Ms. Nguyen:
On behalf of Noodles & Company (the Company), this letter supplementally provides to the staff of the Securities and Exchange Commission information regarding the estimated price range to be set forth in the preliminary prospectus circulated to investors. Based on current market conditions, and giving effect to the contemplated reverse stock split noted below, the estimated price range is expected to be a two dollar range with the bottom of the range to be no less than $13.00 per share and a top of the range to be no more than $15.00 per share. This range is estimated based on a reverse stock split adjusted basis, anticipating a reverse stock split ratio of 0.58 for 1. The actual price range could vary based on changes to market conditions between the date of this letter and the date the preliminary prospectus is circulated to investors. Not giving effect to the contemplated reverse stock split, the estimated price would range between an expected low of $7.54 per share and an expected high of $8.70 per share. The Company confirms it will disclose a price range in the preliminary prospectus circulated to investors.
If you should have any questions or would like further information with respect to this matter, please direct them to me at (212) 351-4034 or to Sean Sullivan at (212) 351-2453.
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Very truly yours, |
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/s/ Andrew L. Fabens |
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Andrew L. Fabens |
CC: |
Tonya K. Aldave, Securities and Exchange Commission |
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Heather Clark, Securities and Exchange Commission |
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Linda Cvrkel, Securities and Exchange Commission |
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Paul Strasen, Noodles & Company |
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Michael Kim, Kirkland & Ellis LLP |
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Joshua Korff, Kirkland & Ellis LLP |