Correspondence 0001193125-25-024777 from New Pluto Global, Inc. (CIK 0002041610) (PSKY)
New Pluto Global, Inc. (CIK 0002041610)
Date: Feb. 12, 2025 · CIK: 0002041610 · Accession: 0001193125-25-024777
AI Filing Summary & Sentiment
File numbers found in text: 333-282985
Letter
VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549
Dear Ms. Barone:
On behalf of New Pluto Global, Inc., a Delaware corporation (“New Paramount” or the “Company”), we hereby transmit via EDGAR for filing with the Securities and Exchange Commission (the “Commission”) Amendment No. 4 (“Amendment No. 4”) to the above-referenced registration statement on Form S-4 (the “Registration Statement”) relating to the proposed transaction among Paramount Global, Skydance Media, LLC, a California limited liability company (“Skydance”), and certain affiliates of investors of Skydance, which further amends Amendment No. 3 (“Amendment No. 3”) to the Registration Statement filed on February 6, 2025. The Registration Statement has been revised in response to the Staff’s comment and to reflect certain other changes.
BEIJING
HONG KONG
HOUSTON
LONDON
LOS ANGELES
PALO ALTO
SÃO PAULO
TOKYO
WASHINGTON, D.C.
Securities and Exchange Commission
February 12, 2025
In addition, we are providing the following response to your comment letter, dated February 11, 2025, regarding Amendment No. 3. To assist your review, we have retyped the text of the Staff’s comment in italics below. Please note that all references to page numbers in our response refer to the page numbers of Amendment No. 4. The response and information described below are based upon information provided to us by New Paramount. Capitalized terms used but not defined herein have the meanings ascribed to such terms in Amendment No. 4.
Amendment No. 3 to Registration Statement on Form S-4
The Transactions
Litigation Relating to the Transactions, page 176
1. We note your disclosure here and throughout the registration statement related to the class action lawsuit alleging breaches of fiduciary duties for the alleged failure to sufficiently consider an alternate offer that is claimed to be superior to the Transactions. Please expand your disclosure to provide a full description of the factual basis alleged to underlie the proceedings derived from the complaint. Refer to Item 103 of Regulation S-K.
In response to the Staff’s comment, the Company has revised its disclosure on pages 47, 59 and 177.
* * * * *
Securities and Exchange Commission
February 12, 2025
Please do not hesitate to call me at 212-455-7862 or Katharine Thompson at 202-636-5860 with any questions or further comments you may have regarding this filing or if you wish to discuss the above response.
Very truly yours,
/s/ Xiaohui (Hui) Lin
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CORRESP 1 filename1.htm CORRESP Simpson Thacher & Bartlett LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017-3954 TELEPHONE: +1-212-455-2000 FACSIMILE: +1-212-455-2502 Direct Dial Number (212) 455-7862 E-mail Address hui.lin@stblaw.com February 12, 2025 VIA EDGAR Re: New Pluto Global, Inc. Amendment No. 3 to Registration Statement on Form S-4 Filed February 6, 2025 File No. 333-282985 Alexandra Barone, Esq. Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Dear Ms. Barone: On behalf of New Pluto Global, Inc., a Delaware corporation (“New Paramount” or the “Company”), we hereby transmit via EDGAR for filing with the Securities and Exchange Commission (the “Commission”) Amendment No. 4 (“Amendment No. 4”) to the above-referenced registration statement on Form S-4 (the “Registration Statement”) relating to the proposed transaction among Paramount Global, Skydance Media, LLC, a California limited liability company (“Skydance”), and certain affiliates of investors of Skydance, which further amends Amendment No. 3 (“Amendment No. 3”) to the Registration Statement filed on February 6, 2025. The Registration Statement has been revised in response to the Staff’s comment and to reflect certain other changes. BEIJING HONG KONG HOUSTON LONDON LOS ANGELES PALO ALTO SÃO PAULO TOKYO WASHINGTON, D.C. Securities and Exchange Commission 2 February 12, 2025 In addition, we are providing the following response to your comment letter, dated February 11, 2025, regarding Amendment No. 3. To assist your review, we have retyped the text of the Staff’s comment in italics below. Please note that all references to page numbers in our response refer to the page numbers of Amendment No. 4. The response and information described below are based upon information provided to us by New Paramount. Capitalized terms used but not defined herein have the meanings ascribed to such terms in Amendment No. 4. Amendment No. 3 to Registration Statement on Form S-4 The Transactions Litigation Relating to the Transactions, page 176 1. We note your disclosure here and throughout the registration statement related to the class action lawsuit alleging breaches of fiduciary duties for the alleged failure to sufficiently consider an alternate offer that is claimed to be superior to the Transactions. Please expand your disclosure to provide a full description of the factual basis alleged to underlie the proceedings derived from the complaint. Refer to Item 103 of Regulation S-K. In response to the Staff’s comment, the Company has revised its disclosure on pages 47, 59 and 177. * * * * * Securities and Exchange Commission 3 February 12, 2025 Please do not hesitate to call me at 212-455-7862 or Katharine Thompson at 202-636-5860 with any questions or further comments you may have regarding this filing or if you wish to discuss the above response. Very truly yours, /s/ Xiaohui (Hui) Lin cc: Securities and Exchange Commission Matthew Derby Inessa Kessman Robert Littlepage New Pluto Global, Inc. Naveen Chopra Caryn Groce Simpson Thacher & Bartlett LLP Eric M. Swedenburg Katherine M. Krause Katharine L. Thompson Cravath, Swaine & Moore LLP Faiza J. Saeed Daniel J. Cerqueira Claudia J. Ricciardi Skydance Media, LLC Stephanie Kyoko McKinnon Latham & Watkins LLP Justin G. Hamill Bradley C. Faris Ian Nussbaum Max Schleusener