SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -3628

       DIVISION OF
CORPORATION FINANCE

 February 28 , 2020

Via E-Mail
Peter X. Huang , Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
30/F, China World Office 2
No. 1, Jian Guo Men Wai Avenue
Beijing 100004, China

 Re: Changyou.com Limited
Schedule 13E -3
Filed by Changyou.com Limited, Sohu.com Limited, Sohu.com (Game)
Limited  and Changyou Merger Co. Limited
Filed on February 19 , 2020
File No. 5-84817

Dear Mr. Huang :

We have reviewed the above filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand the
filing person s’ disclosure.

Please respond to this letter by amending the filing, by  providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to the filing person s’ facts and circumstances or do not believe an
amendment is appropriate, please  tell us why  in your response.

After reviewing any amendments to the filing and the information you provide in
response to these comments, we may have additional comments.  All defined terms used here
have the same meaning as in the Schedule 13E -3.

Schedule 13E -3

Special Factors, page 20

1. Disclosure on pages 24 and 25 indicates that “ the Changyou Board adopted resolutions
wherein the Changyou Board, among other things, authorized and approved the
execution, delivery, and performance of the Merger Agreement and the Plan of Merger
and the consummation of the Merger and the other transactions relating thereto. ”  Please
provide the disclosure required by Item 8 of Schedule 13E -3 and Item 1014(a) of
Regulation M -A.

Peter X. Huang , Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
February 2 8, 2020
Page 2

 Reasons for the Merger and Position of the Special Committee and the Changyou Board, page 25

2. The factors listed in Instruction 2 to Item 1014 of Regulation M -A are generally relevant
to each filing person’s fairness determination and should be discussed in reasonable
detail.  See Question Nos. 20 and 21 o f the Exchange Act Release No. 34 -17719 (Apr il
13, 1981).  P lease revise this section to eithe r include the factors described i n clause s (iv),
(vi) and (viii) of Instruction 2 to Item 1014 and Item 1014(c) or explain why such factor s
were  not deemed materi al or relevant.   If the procedural safeguard in Item 1014(c) was
not considered, please explain why the Changyou Board believes  the Rule 13e -3
transaction  is fair in the absence of such safeguard .

Position of the Buyer Group as to the Fairness of the Merger, page 27

3. Refer to the preceding comment.  Please revise this section to eithe r include the factors
described i n clause s (iii), (iv), (v), (vi) and (viii) of Instruction 2 to Item 1014 or explain
why such factor s were  not deemed material or relevant .

Certain Financial Projections, page 29

4. Disclosure in the third paragraph on page 29 indicates that “ [t]he Management
Projections were prepared by the Company’s management in December 2019, based on
certain assumptions that management then believed to b e potentially achievable... reflect
assumptions as of their respective time of preparation as to certain business
decisions …[and]  are based upon a variety of estimates and numerous assumptions made
by management with respect to, among other matters, indust ry performance, general
international business, economic, tax, regulatory, geopolitical, market, and financial
conditions …”  Please revise  to disclose these assumptions in greater detail .

Opinion of the Special Committee’s Financial Advisor, page 30

5. Refe r to the disclosure in the fourth  paragraph on page 32 indicating t hat “Houlihan
Lokey’s opinion was  furnished for the use of the Special Committee (in its capacity as
such) in connection with the Special Committee’s evaluation of the Merger , and may not
be used for any other purpose without Houlihan Lokey’s prior written consent.”  Please
also refer to similar language contained in Houlihan Lokey’s opinion.  Please disclose in
the Schedule 13E -3, if true, that Houlihan Lokey has consented to use of their m aterials
in the filing .

Miscellaneous, page 35

6. Please revise this section to quantify any compensation received in the past two years, or
to be received, by Houlihan Lokey and its affiliates as a result of its relationship with
Changyou ’s affiliates  , including the Buyer Group.  Refer to Item 9 of Schedule 13E -3
and Item 1015(b)(4) of Regulation M -A

Peter X. Huang , Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
February 2 8, 2020
Page 3

  * * *

We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, ac tion or absence of action by the staff.

Please direct any questions to me at (202) 551 -3444.  You may also contact me via
facsimile at (202) 772 -9203.   Please send all correspondence to us at the following ZIP code:
20549 -3628.

Sincerely,

/s/ Perry J. Hindin

Perry  J. Hindin
Special Counsel
Office of Mergers & Acquisitions