|
|
30 ROCKEFELLER PLAZA
TEL +1 212.408.2500 FAX +1 212.408.2501 BakerBotts.com |
AUSTIN BEIJING BRUSSELS DALLAS DUBAI HONG KONG HOUSTON |
LONDON MOSCOW NEW YORK PALO ALTO RIO DE JANEIRO RIYADH WASHINGTON |
December 22, 2015
Via EDGAR
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Ladies and Gentlemen:
Re: Â鶹app
Registration Statement on Form S-4
On behalf of Â鶹app (“Â鶹app”), we enclose herewith for filing under the Securities Act of 1933, as amended, Â鶹app’s Registration Statement on Form S-4 (the “Form S-4”) relating to the registration of the distribution of the following securities: (i) Â鶹app’s proposed Series A, Series B and Series C Â鶹app SiriusXM common stock, par value $.01 per share (collectively, the “Â鶹app SiriusXM common stock”), (ii) Â鶹app’s proposed Series A, Series B and Series C Â鶹app Braves common stock, par value $.01 per share (collectively, the “Â鶹app Braves common stock”), and (iii) Â鶹app’s proposed Series A, Series B and Series C Â鶹app Media common stock, par value $.01 per share (collectively, the “Â鶹app Media common stock”).
At a special meeting, Â鶹app’s stockholders will be asked to consider and vote on a group of related proposals to approve the adoption of an amendment and restatement of Â鶹app’s certificate of incorporation, among other things, to reclassify our existing common stock into three new tracking stocks to be designated the Â鶹app SiriusXM common stock, the Â鶹app Braves common stock and the Â鶹app Media common stock and to provide for the attribution of the businesses, assets and liabilities of our company among a new SiriusXM Group, a new Braves Group and a new Media Group. The reclassification is described in detail in the Form S-4 filed herewith.
We have been advised that a filing fee in the amount of $1,351,499 has been paid in connection with the filing of the Form S-4 by wire transfer from Â鶹app’s account at U.S. Bank in Denver to the Securities and Exchange Commission’s account at U.S. Bank in St. Louis. U.S. Bank was instructed to note that Â鶹app’s Central Index Key (CIK) is 0001560385.
Should any questions arise with respect to these filings, please contact the undersigned at Tel: (212) 408-2503, Fax: (212) 259-2503.
|
|
Very truly yours, |
|
|
|
|
|
/s/ Renee L. Wilm |
|
|
|
|
|
Renee L. Wilm |
cc: Â鶹app
Richard N. Baer
KPMG LLP
H. Michael Keys