January 26, 2006
Mail Stop 4561
Richard Szymanski
Chief Financial Officer
Morgans Hotel Group Co.
475 Tenth Avenue
New York, NY 10018
Re: Morgans Hotel Group Co.
Third Amendment to Registration Statement on Form S-1
Filed January 17, 2005
File No. 333-129277
Dear Mr. Szymanski:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. We have considered your response to prior comment 2 and your
additional correspondence dated January 23, 2006, and January 25,
2006. We continue to believe that integration is warranted in
this
case. Please revise your disclosure to quantify and discuss any
contingent liability that may arise as a result of integration.
Risk Factors, page 15
Risks Related to Our Business, page 15
The use of joint ventures..., page 21
2. Please describe risk related to the Las Vegas joint venture in
significantly more detail, including:
* quantification of your potential liability for the costs
incurred
by the venture;
* the potential inability to obtain non-recourse financing in the
amount of $500 million;
* any rights (such as buyout rights or transfer restrictions) that
your partner may hold, which could be detrimental to the interests
of
your shareholders; and
* the fact that you do not have a controlling interest in the
venture.
Management`s Discussion and Analysis of Financial Condition...,
page
60
Liquidity and Capital Resources, page 76
3. Please indicate when you expect to make the payments related to
the Las Vegas joint venture prior to obtaining financing.
Our Business and Properties, page 85
4. Where relevant, please discuss the operation of your joint
venture
in more detail, including specific milestones and the anticipated
timeline.
Legal Proceedings, page 110
5. Please update your disclosure to discuss the lawsuit filed
recently by Philips South Beach LLC.
Management, page 123
Employment Agreements, page 129
6. Please file all employment agreements as exhibits to this
registration statement.
Annual Bonus Plan, page 133
7. Please describe in more detail the "goals" and benchmarks that
will be relevant to gauging performance of your managers and
disclose, if true, that your board retains discretion to award
bonuses regardless of your performance. Also, please clarify
whether
the measures used to evaluate performance for the annual bonus
plan
will be the same as those used to award bonuses under the
employment
agreements with Messrs. Sheetz, Gordon, and Szymanski.
Principal and Selling Stockholders, page 144
8. Please identify the natural person controlling the investment
decision of Sorco Interfund, LLC.
9. It appears that Deutsche Bank Alex. Brown Exchange Fund I, LP,
is
affiliated with a broker dealer. Please tell us why this selling
shareholder should not be identified as an underwriter. Your
analysis
should address the following points:
* how long the selling shareholder has held the securities;
* the circumstances under which the selling shareholder received
the
securities;
* the selling shareholder`s relationship to the issuer;
* the amount of securities involved;
* whether the seller is in the business of underwriting
securities;
and
* whether under all the circumstances it appears that the seller
is
acting as a conduit for the issuer.
Part II
Item 15. Recent Sales of Unregistered Securities, page II-2
10. We note your response to prior comment 13. Please further
revise
this disclosure to reflect integration of the formation
transaction
with the public offering.
The following comments are in response to your letter dated
January
20, 2006:
General
11. Please provide us with the terms of the original joint venture
agreement pertaining to any additional funds the equity investors
are
committed or contingently committed to provide to the joint
venture
beyond the original funding date. Furthermore, please provide us
with copies of pertinent excerpts from your joint venture
agreement
regarding the original funding of the joint venture, including
additional financial support other than the original equity
investment.
12. Please provide us with your calculation of sufficient total
equity at risk, as defined by paragraph 5 of FIN 46R, and explain
whether or not any additional unfunded financial support was
included
in that calculation. If so, explain the terms and amount of any
unfunded additional financial support that was contemplated at
inception of the joint venture.
Annex A
Summary of Key Terms of the Old Debt
13. Please advise us of the nature and amount of the proceeds from
the Note that were used for a reduction of share capital. Explain
if
the reduction in capital was a one-time event or part of a broader
plan or requirement to make capital distributions. See comment 14
below.
Annex B
Summary of Key Terms of the Refinanced Debt
14. We note that the proceeds from the refinanced debt with
Citibank
International PLC were used to make loans to Morgans Hotel Group
Europe Limited to enable it to repay its outstanding shareholder
loans and make other distributions. Please quantify these other
distributions and tell us what they were for. Tell us if and
under
what circumstances the company is contractually required to make
any
distributions other than upon liquidation or termination of the
joint
venture.
Annex C
Summary of Key Terms of the Shareholder Loans
15. Please tell us if the shareholder loans were subordinated to
the
other outstanding liabilities of the joint venture.
16. We note that the proceeds from the shareholder loans were used
for the funding of debt service and the purchase of a Site Bar in
St.
Martins. Please provide us with the details of the purchase of
the
Site Bar and in your response include the total purchase price and
the portion of the purchase price that was funded by these loans.
As appropriate, please amend your registration statement in
response to our comments. You may wish to provide us with marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendments that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the above registration
statement. We will act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendments for further
review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Jessica Barberich at 202-551-3782 or Daniel
Gordon, Accounting Branch Chief, at 202-551-3486 if you have
questions regarding comments on the financial statements and
related
matters. Please contact Geoffrey Ossias at 202-551-3404 or me at
202-551-3780 with any other questions.
Sincerely,
Karen J. Garnett
Assistant Director
cc: Robert W. Downes (via facsimile)
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Richard Szymanski
Morgans Hotel Group Co.
January 26, 2006
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