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United States securities and exchange commission logo





                           July 31, 2020

       Jason K. Giordano
       Co-Executive Chairman
       Collier Creek Holdings
       200 Park Avenue, 58th Floor
       New York, New York 10166

                                                        Re: Collier Creek
Holdings
                                                            Amendment No. 1 to
                                                            Registration
Statement on Form S-4
                                                            Filed July 17, 2020
                                                            File No. 333-239151

       Dear Mr. Giordano:

             We have reviewed your amended 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 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 July
9, 2020 letter.

       Form S-4 Amendment No. 1 filed 7/17/20

       Non-GAAP financial measures
       Adjusted Net Sales, Further Adjusted Net Sales, Adjusted Gross Profit
and Further Adjusted
       Gross Profit, page 49

   1.                                                   Reference is made to
your non-GAAP financial measures which include adjustments for
                                                        IO discounts. We
believe the inclusion of adjustments for IO discounts results in non-
                                                        GAAP measures which
substitutes individually tailored recognition and measurement
                                                        method for those of
GAAP and violates Rule 100(b) of Regulation G. Please revise to
                                                        remove these
adjustments from the respective non-GAAP measures. Refer to
                                                        guidance in Non-GAAP
Financial Measures Compliance and Disclosures Interpretations
 Jason K. Giordano
Collier Creek Holdings
July 31, 2020
Page 2
         available on our website at:
         http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.
EBITDA, Adjusted EBITDA, and Further Adjusted EBITDA, page 51

2.       We refer you to note (2). Please confirm all LTIP phantom units will
be settled on a non-
         cash basis. If management intends to cash settle any portion of the
LTIP phantom
         units, such expenses should not be included in your non-GAAP financial
measure. Please
         advise and revise your footnote as necessary.
3.       We refer to note (3) on page 52 with respect changes in accounting
policy and estimates.
         The adjustments appear to represent normal recurring cash operating
expenses necessary
         to operate your business. We do not believe adjustments which smooth
or change the
         recognition pattern of those amounts found in your GAAP financial
statements to be
         appropriate as they do not comply with the guidance outlined in
Regulation G or Item
         10(e) of Regulation S-K. Please revise to remove these adjustments
your non-GAAP
         presentation.
4.       We refer to note (5) describing adjustments related to Business
Transformation Initiatives
         of 5.1, 3.0 and 12.6 million for fiscal 2019, 2018 and 2017,
respectively. Based on your
         footnote, the adjustment consists of numerous items for which you do
not believe the costs
         reflect normal business operations. Please provide us with a schedule
of the items that
         comprise the adjustment for each period period presented, includes a
description of the
         nature of the item and quantify each of the individual amounts.
5.       We refer to your adjustments related to Kennedy Synergies, Kitchen
Cooked Synergies
         and Public Company Costs included in your presentation of the non-GAAP
         measure, Further Adjusted EBITDA. Please explain your basis for
including these
         adjustments in your non-GAAP measure and how the presentation complies
with the rules
         and staff guidance on non-GAAP financial measures.
Management   s Discussion and Analysis of Financial Condition and Results of
Operations of Utz
Application of Critical Accounting Policies and Estimates
Revenue Recognition, page 303

6.     We note from your response to comment 15 you determined the historical
differences
       between management   s estimate and actual to be not material for fiscal
2017 and 2018
       GAAP financials. Please quantify the differences for us. You also state
the change in
       accounting estimates made at the end of 2018 and further revised during
2019 were not
       material for additional disclosure in the fiscal 2019 financial
statements. Please provide us
       with your analysis for determining the amounts were not material to
fiscal 2019 and 2018
FirstName LastNameJason K. Giordano
       and further, explain how you determined the under accrual of trade spend
reserve in prior
Comapany    NameCollier
       periods   for which Creek  Holdings
                            you trued up in subsequent periods should not have
been a correction of
July 31,an2020
           errorPage
                  in accordance
                      2         with ASC 250-10-50-7.
FirstName LastName
 Jason K. Giordano
FirstName  LastNameJason K. Giordano
Collier Creek Holdings
Comapany
July       NameCollier Creek Holdings
     31, 2020
July 31,
Page  3 2020 Page 3
FirstName LastName
UM-U Intermediate, LLC and Subsidiaries and Affiliates Operations and Summary
of
Significant Accounting Policies
Distribution Route Acquisition and Sale Transactions, page F-44

7.       In your response to comment 17, you state that "the sale of the
distribution route to the IO
         is accounted for as the sale of an intangible asset in accordance with
ASC 610-20." Please
         explain the basis for your conclusion and provide us with your
analysis for determining
         your accounting treatment was appropriate. As part of your response,
please tell us your
         consideration of the sale of the route distribution rights and
on-going IO distributor
         agreement in the context of ASC 606-10-25-9 and whether the IO
arrangements contain a
         material right pursuant to the guidance outlined in ASC 606-10-55-41
to 45. If not, please
         explain why.
        You may contact Charles Eastman, Staff Accountant, at (202) 551-3794 or
Jean Yu,
Assistant Chief Accountant, at (202) 551-3305 if you have questions regarding
comments on the
financial statements and related matters. Please contact Sergio Chinos, Staff
Attorney, at (202)
551-7844 or Geoffrey Kruczek, Staff Attorney, at (202) 551-3641 with any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Manufacturing
cc:      Peter Seligson
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