United States securities and exchange commission logo
July 13, 2020
Marc G. Swanson
Chief Executive Officer
SeaWorld Entertainment, Inc.
6240 Sea Harbor Drive
Orlando, Florida 32821
Re: SeaWorld
Entertainment, Inc.
Registration
Statement on Form S-3
Filed on July 2,
2020
File No. 333-239672
Dear Mr. Swanson:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-3 filed July 2, 2020
Exclusive Forum, page 12
1. We note that the forum
selection in your articles provide that the Court of Chancery of the
State of Delaware shall
be the sole and exclusive forum for certain litigation, including
any derivative
action. Please disclose whether this provision applies to actions arising
under the Securities
Act or Exchange Act. In this regard, we note that Section 27 of the
Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any
duty or liability
created by the Exchange Act or the rules and regulations thereunder, and
Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts
over all suits brought
to enforce any duty or liability created by the Securities Act or the
rules and regulations
thereunder. If the provision applies to Securities Act claims, please
revise your disclosures
to disclose this information and to state that there is uncertainty as
Marc G. Swanson
SeaWorld Entertainment, Inc.
July 13, 2020
Page 2
to whether a court would enforce such provision, and to state that
stockholders will not be
deemed to have waived the company s compliance with the federal
securities laws and the
rules and regulations under it.
General
2. We note that there are outstanding comments on your Form 10-K for the
fiscal year ended
December 31, 2019. Please note that we will not be in a position to
act on a request to
accelerate the effective date of this Form S-3 until we have completed
our review of your
Form 10-K.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Scott Anderegg, Staff Attorney at 202-551-3342 or Erin
Jaskot, Legal
Branch Chief at 202-551-3442 if you have any questions.
FirstName LastNameMarc G. Swanson Sincerely,
Comapany NameSeaWorld Entertainment, Inc.
Division of
Corporation Finance
July 13, 2020 Page 2 Office of Trade &
Services
FirstName LastName