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Correspondence 0001104659-23-051791 from Atlanta Braves Holdings, Inc. (BATRA, BATRB, BATRK) (CIK 0001958140) (BATRA)

Atlanta Braves Holdings, Inc. (BATRA, BATRB, BATRK) (CIK 0001958140)
Date: April 27, 2023 · CIK: 0001958140 · Accession: 0001104659-23-051791

AI Filing Summary & Sentiment

File numbers found in text: 333-268922

Date
April 27, 2023
Author
/s/ C. Brophy Christensen
Form
CORRESP
Company
Atlanta Braves Holdings, Inc. (BATRA, BATRB, BATRK) (CIK 0001958140)

Letter

O’Melveny & Myers LLP T: +1 415 984 8700

Two Embarcadero Center F: +1 415 984 8701

28ᵗʰ Floor omm.com

San Francisco, CA 94111-3823

April 27, 2023 C. Brophy Christensen

D: +1 415 984 8793

bchristensen@omm.com

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Washington, D.C. 20549

Re: Atlanta Braves Holdings, Inc.

Amendment No. 2 Registration Statement on Form S-4

Filed April 6, 2023

File No. 333-268922

To Staff of the Division of Corporation Finance:

On behalf of our client, Atlanta Braves Holdings, Inc. (“SplitCo”), we are providing their response to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission set forth in your letter, dated April 19, 2023 with respect to the filing referenced above.

This letter and Amendment No. 3 (“Amendment No. 3”) to the Registration Statement on Form S-4 (File No. 333-268922) are being filed electronically via the EDGAR system today.

For the Staff’s convenience, the text of the Staff’s comment is set forth below in bold, followed by SplitCo’s response:

Amendment No. 2 to Registration Statement on Form S-4

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.

Response: In response to the Staff’s comment, SplitCo revised the disclosure on page 29 of Amendment No. 3.

Austin • Century City • Dallas • Houston • Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley • Washington, DC

Beijing • Brussels • Hong Kong • London • Seoul • Shanghai • Singapore • Tokyo

SplitCo Management’s Discussion and Analysis of Financial Condition and 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.

Response: In response to the Staff’s comment, SplitCo revised the disclosure on pages 61 and 180 of Amendment No. 3.

Item 21. Exhibits and Financial Statement Schedule, 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.

Response: In response to the Staff’s comment, the Exhibit 5.1 opinion has been revised to refer to the Series A, Series B and Series C common stock of SplitCo.

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.

Response: In response to the Staff’s comment, the Exhibit 8.1 has been revised to (i) remove references to “certain” U.S. federal income tax consequences, (ii) modify the opinion to refer to “conditions, limitations, assumptions and qualifications set forth in the opinion” and (iii) consent to the inclusion of all references to Skadden, Arps, Slate, Meagher & Flom LLP in the Registration Statement generally.

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.

Response: In response to the Staff’s comment, SplitCo respectfully advises the Staff that the Exhibit 8.1 tax opinion will not rely on the Malone Representation Letter for factual matters discussed in the Registration Statement. The Exhibit 8.1 tax opinion will rely on the Malone Representation Letter for certain representations relating to Mr. Malone’s ownership of Liberty Media and SplitCo.

* * *

If you have any questions, please do not hesitate to contact the undersigned at (415) 984-8793 or bchristensen@omm.com.

Very
truly yours,
/s/ C. Brophy Christensen

Show Raw Text
CORRESP
1
filename1.htm

    O’Melveny &
    Myers LLP
    T:
    +1 415 984 8700

    Two
    Embarcadero Center
    F:
    +1 415 984 8701

    28ᵗʰ
    Floor
    omm.com

    San
    Francisco, CA 94111-3823

    April 27, 2023
    C.
    Brophy Christensen

    D:
    +1 415 984 8793

    bchristensen@omm.com

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Washington, D.C. 20549

 Re: Atlanta Braves Holdings, Inc.

Amendment No. 2 Registration Statement on Form S-4

Filed April 6, 2023

File No. 333-268922

To Staff of the Division of Corporation Finance:

On behalf of our client, Atlanta Braves Holdings, Inc.
(“SplitCo”), we are providing their response to the comments of the Staff of the Division of Corporation Finance (the “Staff”)
of the U.S. Securities and Exchange Commission set forth in your letter, dated April 19, 2023 with respect to the filing referenced
above.

This letter and Amendment No. 3 (“Amendment
No. 3”) to the Registration Statement on Form S-4 (File No. 333-268922) are being filed electronically via the EDGAR
system today.

For the Staff’s convenience, the text of
the Staff’s comment is set forth below in bold, followed by SplitCo’s response:

Amendment No. 2 to Registration Statement on Form S-4

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.

Response: In response to the Staff’s
comment, SplitCo revised the disclosure on page 29 of Amendment No. 3.

Austin • Century City • Dallas •
Houston • Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley • Washington, DC

Beijing • Brussels • Hong Kong •
London • Seoul • Shanghai • Singapore • Tokyo

SplitCo Management’s Discussion and Analysis of Financial
Condition and 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.

Response: In response to the Staff’s
comment, SplitCo revised the disclosure on pages 61 and 180 of Amendment No. 3.

Item 21. Exhibits and Financial Statement Schedule, 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.

Response: In response to the Staff’s
comment, the Exhibit 5.1 opinion has been revised to refer to the Series A, Series B and Series C common stock of
SplitCo.

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.

Response: In response to the Staff’s
comment, the Exhibit 8.1 has been revised to (i) remove references to “certain” U.S. federal income tax consequences,
(ii) modify the opinion to refer to “conditions, limitations, assumptions and qualifications set forth in the opinion”
and (iii) consent to the inclusion of all references to Skadden, Arps, Slate, Meagher & Flom LLP in the Registration Statement
generally.

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.

Response: In response to the Staff’s
comment, SplitCo respectfully advises the Staff that the Exhibit 8.1 tax opinion will not rely on the Malone Representation Letter
for factual matters discussed in the Registration Statement. The Exhibit 8.1 tax opinion will rely on the Malone Representation Letter
for certain representations relating to Mr. Malone’s ownership of Liberty Media and SplitCo.

    2

*              *              *

If you have any questions, please do not hesitate
to contact the undersigned at (415) 984-8793 or bchristensen@omm.com.

    Very
    truly yours,

    /s/ C. Brophy Christensen

    C.
    Brophy Christensen

    3