SEC Division of Corporation Finance no-action letter: Charlotte Russe Holding, Inc.

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Securities Exchange Act of 1934, Section 12(h) and Rule 12h-3 Securities Exchange Act of 1934, Section 13(a) Securities Exchange Act of 1934, Section 15(d) VIA EMAIL (cfletters@sec.gov) Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Charlotte Russe Holding, Inc. (File No. 000-27677) Ladies and Gentlemen:
We are writing on behalf of our client, Charlotte Russe Holding, Inc., a Delaware corporation ("Charlotte Russe") and wholly-owned subsidiary of Advent CR Holdings, Inc., a Delaware corporation ("Parent"), to request that the staff of the Office of Chief Counsel, Division of Corporate Finance (the "Staff') of the Securities and Exchange Commission (the "Commission") confirms that it concurs in Charlotte Russe's view that the effect of Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"), on Charlotte Russe's Registration Statements (as defined in Part II below) and the effectiveness of the 2009 Form S-8 (as defined in Part II below) during the fiscal year ended September 26, 2009 (the "2009 fiscal year"), would not preclude Charlotte Russe from utilizing Rule 12h-3 ("Rule 12h-3") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to suspend Charlotte Russe's reporting obligations under Sections l3(a) and 15(d) of the Exchange Act and the rules and regulations promulgated thereunder, with respect to the fiscal year in which those Registration Statements either became effective under the Securities Act or are required to be updated pursuant to