United States securities and exchange commission logo

                            May 13, 2021

       Isobel Jones
       Chief Legal Officer
       Sovos Brands, Inc.
       168 Centennial Parkway, Suite 200
       Louisville, CO 80027

                                                        Re: Sovos Brands, Inc.
                                                            Confidential Draft
Registration Statement on Form S-1
                                                            Submitted April 16,
                                                            CIK No. 0001856608

       Dear Ms. Jones:

              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

       Confidential Draft Registration Statement on Form S-1 submitted April
16, 2021

       Summary, page 1

   1.                                                   Please disclose the
amount of your indebtedness.

       Use of Proceeds, page 47

   2.                                                   You indicate that you
intend to use the net proceeds from this offering to repay
                                                        borrowings outstanding
under your Senior Credit Facilities. Please address the need to
                                                        show the pro forma
impact of your intention to repay indebtedness. Refer to Rule 11-
                                                        01(a)(8) of Regulation
 Isobel Jones
FirstName  LastNameIsobel Jones
Sovos Brands, Inc.
May        NameSovos Brands, Inc.
     13, 2021
May 13,
Page 2 2021 Page 2
FirstName LastName
Selected Historical Consolidated Financial Data, page 52

3.       Please revise your disclosure to present earnings per share data as
presented on page F-4.
Impact of COVID-19, page 54

4.       Please expand to discuss whether the financial and operational
benefits that resulted from
         COVID-19 have continued and, if not, the impact on you.
Gross Profit, page 58

5.       We note the increased amount of sales of Rao's and reference to
"positive product mix."
         Please clarify how product mix changed such that gross profit
percentage increased.
Intellectual Property, page 79

6.       Please disclose the material terms of the "worldwide co-existence
agreement" mentioned
         in the third paragraph, such as duration and the relative rights and
obligations of the
         parties, including amounts you are required to pay.
Service and Vendor Related Agreements, page 100

7.       Please revise to disclose the material terms of your milk supply
agreement with Morning
Exclusive Forum, page 107

8.       Please ensure that the scope of your provision described here is
consistent with your
         disclosure on page 44.
Financial Statements, page F-1

9.       Please provide updated interim financial statements and related
disclosures in accordance
         with Rule 8-08 of Regulation S-X.
10.      You disclose on page 101 that you intend to enter into a registration
rights agreement with
         certain shareholders in connection with this offering. You also
disclose on page 105 that
         certain of your existing stockholders have certain registration rights
pursuant to the second
         amended and restated agreement of limited partnership of Sovos Brands
         Partnership. Please disclose whether there are or will be any maximum
cash penalties
         under the registration rights agreements, if applicable. Please also
disclose any additional
         penalties resulting from delays in registering your common stock.
Refer to ASC 825-20-
Note 2. Summary of Significant Accounting Policies
Intangible Assets, page F-10

11.      You disclose that impairment is evaluated by comparing the fair value
of the asset with its
 Isobel Jones
Sovos Brands, Inc.
May 13, 2021
Page 3
      carrying value, and a loss is recognized for the difference if the fair
value exceeds the
      carrying value. Please revise your disclosure to clarify that a loss is
recognized for the
      difference if the fair value is less than the carrying value.
Concentrations of Credit Risk, page F-13

12.   We note your disclosure that total sales to three customers represented
40% of total gross
      sales for the year ended December 26, 2020, and total sales to two
customers represented
      27% of total gross sales for the year ended December 28, 2019. With
reference to ASC
      280-10-50-42, please disclose the total amount of revenue from each
customer who
      represented more than ten percent of revenue for each period presented in
the notes to
      your financial statements.
Note 18. Subsequent Events, page F-30

13.   Please revise your disclosure to disclose the actual date through which
subsequent events
      have been evaluated. Please also disclose whether the date through which
      events have been evaluated is the date the financial statements were
issued or the date the
      financial statements were available to be issued. Refer to ASC

14.   Please disclose on your prospectus cover page that you will be a
"controlled company"
      under exchange listing rules.
15.   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 this review prior to submitting those materials.
       You may contact Jeff Gordon at (202) 551-3866 or Kevin Stertzel at (202)
551-3723 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Geoff Kruczek at (202) 551-3641 or Asia Timmons-Pierce at (202)
551-3754 with any
other questions.

FirstName LastNameIsobel Jones
                                                             Division of
Corporation Finance
Comapany NameSovos Brands, Inc.
                                                             Office of
May 13, 2021 Page 3
cc:       Alexander Lynch
FirstName LastName