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United States securities and exchange commission logo





                              June 1, 2023

       Mark Walsh
       Chief Executive Officer
       Savers Value Village, Inc.
       11400 S.E. 6th Street, Suite 125
       Bellevue, WA 98004

                                                        Re: Savers Value
Village, Inc.
                                                            Registration
Statement on Form S-1
                                                            Response dated May
25, 2023
                                                            File No. 333-261850

       Dear Mark Walsh:

              We have reviewed your response letter 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our May
24, 2023 letter.

       Response dated May 25, 2023

       Use of Proceeds, page 75

   1.                                                   Please explain to us
how you determined the amount of the net proceeds associated with
                                                        increases/decreases in
each of the offering price and number of shares offered.
   2.                                                   You disclose on the
bottom of page 75 you intend to invest the net proceeds of
                                                        the offering that are
not used. It appears the amount of debt to be repaid is $296.1 million
                                                        and the amount of net
proceeds is $259.0 million, so it appears there will not be any net
                                                        proceeds available to
invest. Please advise and revise as appropriate.
 Mark Walsh
FirstName  LastNameMark
Savers Value  Village, Inc. Walsh
Comapany
June 1, 2023NameSavers Value Village, Inc.
June 1,
Page 2 2023 Page 2
FirstName LastName
Capitalization, page 77

3.       Please reconcile for us in detail the change between actual and as
adjusted cash and cash
         equivalents. In so doing, consider revising your disclosure to clarify
how the change was
         determined.
4.       You present here the actual and as adjusted issued and outstanding
amounts of common
         stock are 141,735 and 160,485, respectively. Elsewhere in the filing
amounts shown for
         these respective shares are 141,702(,634) and 160,452(,634). Please
reconcile these
         amounts and revise throughout the filing as appropriate.
5.       Please reconcile for us in detail the change between actual and as
adjusted total
         stockholders' equity. In so doing, consider revising your disclosure
to clarify how the
         change was determined.
Dilution, page 79

6.       Please explain to us how you derived the as adjusted net tangible book
deficit of $644.3
         million.
Consolidated Statements of Stockholders' Equity, page F-5

7.       Please clarify the number of shares of common stock at December 31,
2022 is consistent
         with the amount in the consolidated balance sheets at the same date.
Also, verify the
         summation of the share amounts in the common stock column for fiscal
2022.
Condensed Consolidated Statements of Stockholders' (Deficit) Equity, page F-37

8.       Please clarify the number of shares of common stock at December 31,
2022 and April 1,
         2023 is consistent with amounts presented elsewhere of the same dates.
Also, verify the
         summation of the share amounts in the common stock column between
these dates.
       You may contact Tatanisha 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 Jennie Beysolow at 202-551-8108 or Jennifer L  pez Molina at
202-551-3792 with any
other questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Trade
& Services
cc:      Christodoulos Kaoutzanis
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