The J. M. Smucker Company
One Strawberry Lane
Orrville, OH 44667
(330) 682-3000
August 20, 2015
VIA EDGAR
H. Roger Schwall
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | The J. M. Smucker Company |
| Registration Statement on Form S-4; File No. 333-205390 |
| Request for Acceleration |
Dear Mr. Schwall:
In accordance with Rule 461 under the Securities Act of 1933, as amended, The J. M. Smucker Company (the “Company”) hereby requests that its Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “Commission”) on June 30, 2015 (File No. 333-205390), as amended on August 19, 2015 (the “Registration Statement”), be made effective at 4:00 p.m. New York City time on August 24, 2015, or as soon as possible thereafter.
In connection with the foregoing request for acceleration of effectiveness, the Company hereby acknowledges the following:
| • | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
U.S. Securities and Exchange Commission
Page 2
Please contact Ronald C. Chen of Wachtell, Lipton, Rosen & Katz at (212) 403-1117 or by email at RCChen@wlrk.com with any questions you may have concerning this request. In addition, please notify Mr. Chen when this request for acceleration has been granted.
| THE J. M. SMUCKER COMPANY | ||
| By: | /s/ Jeannette L. Knudsen | |
| Name: | Jeannette L. Knudsen | |
| Title: | Vice President, General Counsel and Corporate Secretary | |
| cc: | Richard K. Smucker, The J. M. Smucker Company |
| Mark R. Belgya, The J. M. Smucker Company |
| Peter O. Farah, The J. M. Smucker Company |
| Steven A. Rosenblum, Wachtell, Lipton, Rosen & Katz |
| Ronald C. Chen, Wachtell, Lipton, Rosen & Katz |