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May 22, 2013
VIA EDGAR AND E-MAIL
Nicholas P. Panos, Senior Special Counsel
Office of Mergers and Acquisitions
Division of Corporate Finance
Securities and Exchange Commission
100 F. Street N.E.
Washington, D.C. 20549
| Re: | Morgans Hotel Group Co. |
Amendment No. 1, filed on May 22, 2013, to the Preliminary Proxy Statement on
Schedule 14A filed on May 17, 2013
File No. 001-33738
Dear Mr. Panos:
We write on behalf of Morgans Hotel Group Co. (the “Company”) in response to our telephone conference with you this morning regarding the review by the Securities and Exchange Commission (the “Commission”) of the Company’s Amendment No. 1 to the Preliminary Proxy Statement filed on Schedule 14A with the Commission on May 17, 2013 (File No. 001-33738), filed with the Commission on May 22, 2013 (“Amendment No. 1”) relating to the Company’s reconvened annual meeting of stockholders to be held on June 14, 2013.
Concurrently with the filing of this letter on May 22, 2013, the Company has filed its Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”).
The Proxy Statement contains revised disclosure to address your comment regarding the identity of “participants” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A of Regulation 14A) in the proxy solicitation which was included in Amendment No. 1. See page 15 of the Proxy Statement which deleted the phrase “deemed to be” from the sentence set forth below:
Under applicable regulations of the Securities and Exchange Commission (the “SEC”), in addition to the Company, each person who is a member of our Board and each person who is an executive officer of the Company listed under “The
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Company’s Board of Directors and Certain Executive Officers” in Annex A isdeemed to be a “participant” in the Company’s proxy solicitation.
Thank you for your courtesy and cooperation this matter.
The undersigned, on behalf of the Company, hereby acknowledge that:
| • | The Company is responsible for the adequacy and accuracy of the disclosure in the filings; |
| • | Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking action with respect to the filing; and |
| • | The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please contact John B. Beckman at (202) 637-5464 or Joseph G. Connolly, Jr. at (202) 637-5625 if you have any questions or need any additional information.
Sincerely,
/s/ John B. Beckman
John B. Beckman
Partner
Hogan Lovells US LLP
/s/ Joseph G. Connolly, Jr.
Joseph G. Connolly, Jr.
Partner
Hogan Lovells US LLP
| cc: | Michael J. Gross |
Chief Executive Officer
Morgans Hotel Group Co.
David Smail
Executive Vice President and General Counsel
Morgans Hotel Group Co.
Bruce Gilchrist
Partner
Hogan Lovells US LLP