SEC Comment Letter 0000000000-23-003920 to Atlanta Braves Holdings, Inc. (BATRA, BATRB, BATRK) (CIK 0001958140) (BATRA)
Atlanta Braves Holdings, Inc. (BATRA, BATRB, BATRK) (CIK 0001958140)
Date: April 19, 2023 · CIK: 0001958140 · Accession: 0000000000-23-003920
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File numbers found in text: 333-268922
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United States securities and exchange commission logo
April 19, 2023
Renee L. Wilm
Chief Legal Officer & Chief Administrative Officer
Atlanta Braves Holdings, Inc.
12300 Liberty Boulevard
Englewood, Colorado 80112
Re:Atlanta Braves Holdings, Inc.
Amendment No. 2 to Registration Statement on Form S-4
April 6, 2023
File No. 333-268922
Dear Renee L. Wilm:
We have reviewed your amended 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 amending your registration statement and providing the
requested information. 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
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our March 9, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4 filed April 6, 2023
Questions and Answers, page 15
1.Please revise this section to clarify that a receipt of the Ruling from the Internal Revenue
Service will not be necessary to effect the Split-Off Transaction. In this regard, we note
that you had applied for the Ruling from the IRS, but the Split-Off is no longer
conditioned on the receipt of such Ruling.
FirstName LastNameRenee L. Wilm
Comapany NameAtlanta Braves Holdings, Inc.
April 19, 2023 Page 2
FirstName LastName
Renee L. Wilm
Atlanta Braves Holdings, Inc.
April 19, 2023
Page 2
Splitco Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations - Years Ended December 31, 2022 and 2021
Baseball revenue, page 175
2.Referencing the bankruptcy proceeding filed by Diamond Sports Group in March 2023
and its potential impact on broadcast revenues for ANLBC, please disclose if these
uncertainties have had or that are reasonably likely to have a material unfavorable impact
on net sales or revenues or income from continuing operations. Refer to Item
303(b)(2)(ii) of Regulation S-K.
Item 21. Exhibits And Financial Statement Schedules, page II-3
3.We note that exhibit 5.1 indicates that counsel will opine on your Class A, Class B and
Class C common stock. However, the registration statement and filing fee table
indicate that you are registering Series A, Series B and Series C common stock. Revise to
reconcile.
4.Please have counsel remove the reference to "certain" U.S. federal income tax
consequences in your tax opinion filed as exhibit 8.1. Please also revise to have counsel
consent to all references to them in the prospectus, including under the section entitled
"Legal Matters." As a related matter, we note that exhibit 8.1 references the "conditions,
limitations, assumptions and qualifications set forth in the Registration Statements." In
this regard, if counsel is providing a "long form" opinion, please have counsel remove
such qualifying language and include the assumptions and qualifications in the
opinion. Refer to Sections III.B, III.C.1 and IV of Staff Legal Bulletin No. 19.
5.We also note that your exhibit 8.1 tax opinion relies "upon the statements and
representations set forth in . . . the Malone Representation Letter." Clarify whether
counsel relied on the Malone Representation Letter for factual matters discussed in the
Registration Statement.
You may contact Robert Shapiro at 202-551-3273 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters. Please
contact Brian Fetterolf at 202-551-6613 or Jennifer López Molina at 202-551-3792 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Brophy Christensen