SIMPSON THACHER & BARTLETTLLP
425 LEXINGTON AVENUE
NEW YORK, N.Y. 10017-3954
(212) 455-2000
FACSIMILE (212) 455-2502
DIRECT DIAL NUMBER | E-MAIL ADDRESS | |||
(212) 455-2255 | IFERT@STBLAW.COM |
November 20, 2013
VIA EDGAR
Re: | SeaWorld Entertainment, Inc. |
Registration Statement on Form S-1
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Ladies and Gentlemen:
On behalf of SeaWorld Entertainment, Inc. (the “Company”), we hereby submit by direct electronic transmission for filing under the Securities Act of 1933, as amended, a Registration Statement on Form S-1 (the “Registration Statement”) relating to the proposed offering of the Company’s common stock by several selling stockholders.
Please note that the financial, business and other disclosure in the Registration Statement is based substantially on disclosure contained in the Registration Statement on Form S-1 of SeaWorld Entertainment, Inc. (File No. 333-185697) (the “IPO Registration Statement”) that was fully reviewed by Justin Dobbie, Ada Sarmento, Amy Geddes and Margery Reich of the staff of the Securities and Exchange Commission (the “Commission”) and declared effective by the Commission on April 19, 2013. As discussed with Joe Foti and Louise M. Dorsey from the accounting staff of the Office of the Chief Accountant of the Division of Corporation Finance (the “Staff”) in connection with the IPO Registration Statement and pursuant to the letter from the Staff dated November 8, 2012, the Company omitted selected financial data for the periods prior to December 1, 2009.
The filing fee in the amount of $70,031.14 was deposited by wire transfer of same-day funds to the Commission’s account at US Bank on November 19, 2013.
Please do not hesitate to contact me at (212) 455-2255 or Lauren Yoon at (310) 407-7580 of this firm with any questions you may have regarding this filing.
Very truly yours, |
/s/ Igor Fert |
Igor Fert |