United States securities and exchange commission logo

                           January 13, 2021

       Matt Susz
       Senior Vice President and Chief Financial Officer
       Jo-Ann Stores Holdings Inc.
       5555 Darrow Road
       Hudson, Ohio 44236

                                                        Re: Jo-Ann Stores
Holdings Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted December
21, 2020
                                                            CIK No. 0001834585

       Dear Mr. Susz:

              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

             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

       Draft Registration Statement on Form S-1 Submitted December 21, 2020

       Letter from our President and Chief Executive Officer, page vi

   1.                                                   Please revise the
letter to address the following:
                                                            disclose when JOANN
was last a public reporting company.
                                                            clarify what you
mean by    the current landscape,    as the phrase is used in the last
                                                            sentence of the
first paragraph.
                                                            balance the letter
 s emphasis on growth by also addressing challenges to your growth,
                                                            such as your
outstanding long-term debt, which was $921.6 million at October 31,
                                                            2020, the
year-over-year trend in your net sales for the last three completed fiscal
                                                            years, the
continued uncertainty engendered by the COVID-19 pandemic, and
 Matt Susz
Jo-Ann Stores Holdings Inc.
January 13, 2021
Page 2
Prospectus Summary, page 1

2.       Please revise the summary to provide a more balanced picture of your
business and
         prospects. For example, regarding your financial performance, please
balance your
         disclosure and graphics covering the thirty-nine weeks ended October
31, 2020   which
         period substantially overlaps the occurrence of the COVID-19 pandemic
in the United
         States   with comparable disclosure and graphics for prior fiscal
periods. Likewise, when
         you disclose the repayment of debt, please clarify amounts that remain
         Finally, while we note the paragraph on page 15 of the summary that
discusses the impact
         of COVID-19 on your business, we note the more detailed discussion of
the costs and the
         continued uncertainty related to the pandemic that are addressed in
the risk factors on
         pages 26 and 28, as well as in management   s discussion and analysis
on page 66, and ask
         that you work such detail into the summary.
JOANN Overview, page 1

3.       In the first paragraph, second sentence, please explain what you mean
by    multiple secular
         themes    and please explain why you believe you are a    key
beneficiary    of them. Please
         make conforming revisions to the relevant portions of the Management's
Discussion and
         Analysis and Business sections.
Our Opportunity, page 4

4.       We note you estimate pure play e-commerce players represent less than
10% market share
         of the Creative Products industry. To provide context for this
disclosure and your growth
         opportunity, please provide management   s estimates as to the
percentage market share of
         the various other categories within the Creative Products industry. In
this regard we note
         the information in the Market and Industry section on page ii.
Strong Cash Flow Generation and Solid Balance Sheet, page 11

5.     You state here that you have used a portion of your free cash flow to
build a strong
       balance sheet by consistently reducing net leverage, and that strong
operating metrics
       combined with low maintenance capital spending and a focus on working
       efficiencies have driven the generation of $266 million of free cash
flow from the
       beginning of fiscal year 2016 through the thirty-nine weeks ended
October 31, 2020.
       Please note that free cash flow is a non-GAAP measure and, as such, the
most comparable
       GAAP measure must be presented in a position of equal or greater
prominence. Please
       revise this discussion to include the most comparable GAAP measure, net
cash flow
FirstName LastNameMatt Susz
       provided by operating activities, for the same period. Please also
provide a reconciliation
       to netNameJo-Ann   Stores Holdings
              cash flow provided            Inc. activities. Refer to Item
10(e)(1)(i)(A) and (B) of
                                   by operating
JanuaryRegulation   S-K.2
         13, 2021 Page
FirstName LastName
 Matt Susz
FirstName  LastNameMatt  Susz
Jo-Ann Stores Holdings Inc.
January 13,NameJo-Ann
            2021        Stores Holdings Inc.
Page 3 13, 2021 Page 3
FirstName LastName
Summary Risk Factors, page 16

6.       We note your reference to the risks you may face related to your
indebtedness. Please
         quantify your outstanding indebtedness here.
Summary Consolidated Financial and Operating Data
Adjusted EBITDA, page 20

7.       We note you have included the non-GAAP measure Adjusted EBITDA as a
         measure in your filing. We note one of your reconciling items,
"sponsor management fee,"
         does not have an explanatory footnote. Please revise your presentation
and tell us in your
         response what this item represents, and why you believe it is
allowable. Refer to the
         guidance in the Compliance and Disclosure Interpretation on Non-GAAP
8.       We note that you have included "strategic initiatives" and "technology
         expense" as reconciling items to Adjusted EBITDA, and have identified
both as either
         non-recurring or one-time charges related to ongoing growth, business
development, or
         technology projects that facilitate business development. Please
provide us with an
         inventory, including associated valuation and robust description, of
each major category
         of expense included in these line items, whether these expenses were
paid in cash, and
         why you consider them non-recurring and not related to ongoing
operations. Further,
         explain why these adjustments don't result in a non-GAAP measure that
         misleading. Refer to Question 100.01 of the Compliance and Disclosure
Interpretations on
         Non-GAAP Financial Measures.
Risk Factors
Because LGP owns a significant percentage of our common stock   , page 42

9.       We note your disclosure on pages 110-112 and 117 regarding the Voting
Agreement to be
         entered into in connection with this offering. Please include in this
risk factor a discussion
         of the Voting Agreement and the impact it will have on the composition
of your board of
Dividend Policy, page 53

10.      Please tell us why you believe you will be able to pay quarterly
dividends to holders of
         your common stock once you are a public company. In this regard we
note the significant
         limitations and caveats on your ability to pay dividends that you
describe in this section,
         as well as your risk factor disclosure beginning on pages 44 and 53.
Selected Consolidated Financial Data, page 59

11.      Reference is made to footnote (b). Please tell us why you present
earnings per common
         share calculated using comprehensive income (loss) as opposed to using
net income (loss).
 Matt Susz
FirstName  LastNameMatt  Susz
Jo-Ann Stores Holdings Inc.
January 13,NameJo-Ann
            2021        Stores Holdings Inc.
Page 4 13, 2021 Page 4
FirstName LastName

Management's Discussion and Analysis
Overview, page 63

12.      We note your disclosure here that your transformation efforts were
refined over the past
         four years to    enable 369% growth in omni-channel sales, 25% growth
in total
         comparable sales, an increase in net (loss) income from ($188.5)
million to $174.0 million
         and 179% growth in Adjusted EBITDA in the thirty-nine weeks ended
October 31, 2020,
         compared to the same period in the prior fiscal year,    and on page
64 that    [y]our omni-
         channel platform operates at a large scale, having generated $423
million in net sales in
         the twelve months ended October 31, 2020.    To give investors more
context for how the
         thirty-nine weeks ended October 31, 2020 may differ from prior periods
as a result of the
         impacts of COVID-19, please disclose the net sales and year-over-year
growth for each of
         the categories listed above for each of your last three completed
fiscal years. Please make
         conforming revisions in the prospectus summary.
Effects of COVID-19 on Our Business, page 66

13.      Please balance your disclosure that    it is difficult to estimate the
sales to date that have
         been attributable to PPE-making    with the graphics provided on pages
88 and 91
         illustrating the percent of sales for the thirty-nine weeks ended
October 31, 2020
         generated by new customers and that 37% of sewists who purchased
during the pandemic
         were sewing masks, respectively. Please also include quantitative
disclosure regarding the
         COVID-19-related costs you have incurred to date. Please make
conforming revisions in
         the prospectus summary.
Results of Operations, page 70

14.      We note your disclosure in your discussion of comparative periods
that, during fiscal year
         2020, you repurchased $6.3 million in face value of the term loans
provided pursuant to
         your Second Lien Facility at an average of 38% of par, resulting in a
$3.8 million gain,
         and that during the thirty-nine weeks ended October 31, 2020, you
repurchased $347.1
         million in face value of the term loans provided pursuant to your Term
Loan Facilities, at
         an average of 54% of par, resulting in a $152.9 million gain. Please
tell us in your
         response the facts and circumstances leading to your ability to
repurchase these term loans
         at such a large discount to par.
15.      To the extent you had material increases or decreases in net sales,
please quantify the
         extent to which the change is due to average unit retail value and
number of items
         purchased. Refer to Item 303(a) of Regulation S-K.
16.      Reference is made to your discussion of changes in selling, general
and administrative
         expenses. Where you describe two or more factors that contributed to a
material change in
         a financial statement line item between periods, please quantify, to
the extent practicable,
         the incremental impact of each factor identified. See Item 303(a) of
Regulation S-K.
 Matt Susz
Jo-Ann Stores Holdings Inc.
January 13, 2021
Page 5
Liquidity and Capital Resources, page 76

17.      We note your disclosure that as of February 1, 2020, you were in
compliance with all
         covenants under your debt facilities and notes and that you had the
ability to borrow an
         additional $206.2 million under your ABL Facility. Please include
comparable disclosure
         as of October 31, 2020.
18.      We note your disclosure on pages 32 and 97 regarding plans for your
location refresh
         initiative, including that just over 50% of your existing locations
are targets over the next
         seven to ten years for refresh projects at varying levels of scope. So
that investors
         understand the magnitude of future investments and capital
expenditures, please disclose
         any material trends in such expenditures, to the extent practicable.
We also note your
         disclosure on page 95 that you    have used a portion of [y]our free
cash flow to build a
         strong balance sheet by consistently reducing net leverage. [You]
retired and repaid
         $433.8 million in principal amount of debt from November 2, 2019 to
October 31, 2020.
         Please disclose whether you intend to continue to consistently reduce
your net leverage.
         Refer to Item 303(a)(2) of Regulation S-K.
Business, page 86

19.      Please disclose your basis for the following claims made in this
             The Creative Products industry is a large and growing market in
excess of $40
             You are the nation   s category leader in Sewing with
approximately one-third market
             share; and
             Your market share in the highly fragmented arts and crafts
category has grown by
             approximately 50 basis points over the past five years as of July
Competitive Landscape, page 105

20.      Please clarify that Fabric.com is a subsidiary of Amazon.com, and make
         revisions throughout the prospectus.
Government Regulation, page 106

21.    Please include a discussion of the material effects that compliance with
the government
FirstName LastNameMatt Susz
       regulations you have listed here that are applicable to your business
may have upon your
Comapany   NameJo-Ann
       capital            Stores
               expenditures,     Holdings
                             earnings      Inc.
                                      and competitive  position. Refer to Item
101(c)(2) of
JanuaryRegulation  S-K.5
        13, 2021 Page
FirstName LastName
 Matt Susz
FirstName  LastNameMatt  Susz
Jo-Ann Stores Holdings Inc.
January 13,NameJo-Ann
            2021        Stores Holdings Inc.
Page 6 13, 2021 Page 6
FirstName LastName
Audited Consolidated Financial Statements
Note 2 - Financing, page F-16

22.      We note your disclosure that the Revolving Credit Facility and Term
Loans restrict your
         ability to pay dividends. Please revise to describe the most
significant restrictions
         indicating their pertinent provisions. Refer to Rule 4-08(e)(1) of
Regulation S-X.
23.      Reference is made to the table at the top of page F-20. Please explain
to us why there is
         no principal maturity for the Revolving Credit Facility.
       You may contact Amy Geddes at 202-551-3304 or Adam Phippen at
202-551-3336 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Taylor Beech at 202-551-4515 or Dietrich King at 202-551-8071 with any


                                                              Division of
Corporation Finance
                                                              Office of Trade &
cc:      Drew Capurro