United States securities and exchange commission logo
September 1, 2022
Ke Chen
Chairman of the Special Committee
Glory Star New Media Group Holdings Limited
22F, Block B, Xinhua Technology Building
No. 8 Tuofangying South Road Jiuxianqiao
Chaoyang District, Beijing, 100016
People s Republic of China
Re: Glory Star New
Media Group Holdings Limited
Schedule 13E-3
filed August 8, 2022
File No. 005-90609
Dear Mr. Chen:
We have reviewed your filing and have the following 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 these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
All comments below refer to disclosure found in the preliminary proxy
statement attached as
Exhibit (a)-(1) to the Schedule 13E-3. All defined terms used herein
have the same meaning as
in the preliminary proxy statement.
Schedule 13E-3 filed August 8, 2022
Background of the Merger, page 24
1. Refer to the last
paragraph on page 26 of the preliminary proxy statement. Disclosure in
this paragraph
indicates that "Benchmark provided the Special Committee with an update
on its financial
analysis of the Company, including the principal valuation methodologies
utilized in its
financial analyses." Each presentation, discussion, or report held with or
presented by the
financial advisor, whether oral or written, is a separate report that
requires a reasonably
detailed description meeting the requirements of Item 1015 of
Regulation M-A. This
requirement applies to both preliminary and final reports. If the
above statement
references a presentation made by Benchmark during the Special
Ke Chen
Glory Star New Media Group Holdings Limited
September 1, 2022
Page 2
Committee s evaluation of the transaction, please supplement the
disclosure to provide a
reasonably detailed description of such meeting that satisfies the
requirements of Item
1015 and file any written materials, if applicable, as exhibits to the
Schedule 13E-3
pursuant to Item 9 of Schedule 13E-3 and Item 1016(c) of Regulation
M-A. We note that
there does not appear to be any such written report dated June 13,
2022 currently filed as
an exhibit. Furthermore, if the reference to the term "update" in the
above disclosure is
intended to refer to a presentation made prior to June 13, please
consider this
comment with respect to that presentation as well. Refer to Meyers
Parking, Rel. 34-
26069 (Sep. 12, 1980) and Charles Ephraim (Sep. 30, 1987).
2. Refer to the second paragraph on page 38 of the preliminary proxy
statement. Disclosure
therein states that "[t]he Special Committee further noted that the
Buyer Group had agreed
to most of the terms proposed by the Special Committee and the only
remaining key item
was the 'majority of the minority vote' requirement." There is no
disclosure in subsequent
paragraphs regarding the majority of the minority requirement in this
section, yet such
paragraphs disclose that the Special Committee unanimously determined
to recommend
the transaction to the Board. Please revise the disclosure to address
the Special
Committee's apparent dismissal of this requirement as an important
consideration in
reaching its conclusions regarding the transaction and its
recommendations to the Board.
3. Refer to the first paragraph on page 29. Disclosure therein indicates
that "the Board, on
behalf of the Company, (i) determined that it is fair (both
substantively and procedurally)
to and in the best interests of the Company and its shareholders
(other than the Rollover
Shareholders)." Please revise this disclosure to conform with
disclosure elsewhere in the
proxy statement that appears to suggest that the Board reached the
express conclusion
regarding "unaffiliated security holders" described in Item 1014(a) of
Regulation M-A.
Position of the Buyer Group as to the Fairness of the Merger, page 36
4. The factors listed in Instruction 2 to Item 1014 of Regulation M-A are
generally relevant
to each filing person s fairness determination and should be
discussed in reasonable detail.
See Question Nos. 20 and 21 of the Exchange Act Release No. 34-17719
(April 13,
1981). Please revise this section to either include the factors
described in clauses (iii), (iv)
and (v) ) of Instruction 2 to Item 1014 or explain why such factors
were not
deemed material or relevant to the Buyer Group's determination.
Certain Financial Projections, page 39
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5. Disclosure in this section references "bases and assumptions" on which
the projections
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and forecasts Star
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compiled. Group
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revise Limited
to disclose these bases
and assumptions and
quantify
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Ke Chen
FirstName LastNameKe Chen Holdings Limited
Glory Star New Media Group
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Opinion of the Special Committee's Financial Advisor, page 40
6. Disclosure in Annex C (Benchmark's opinion) indicates that "[t]his
Opinion is addressed
to, and is intended for the use, information and benefit of the
Special Committee, solely in
its capacity as such, and may not be used for any other purpose
without our prior written
consent." Please disclose in the proxy statement, if true, that
Benchmark has consented to
use of its materials in the filing.
7. Refer to the second paragraph on page 42. With a view towards
disclosure, please
supplementally advise whether there existed any material relationship
during the past two
years, and any compensation received as a result of such relationship,
between (i)
Benchmark, its affiliates and/or unaffiliated representatives and (ii)
the Company or its
affiliates in addition to the current disclosure describing the
US$330,000 opinion fee.
Financial Information, page 86
8. We note that a Form 6-K was filed on July 26, 2022 containing the
unaudited financial
results for the six months ended June 30, 2022. Please revise this
section to disclose the
information required by Item 1010(a)(2) of Regulation M-A. Refer to
Item 13 of
Schedule 13E-3, the Division of Corporation Finance s July 2001
Interim Supplement to
Publicly Available Telephone Interpretations, Section H.9. and section
14410.2 of the
Division of Corporation Finance Financial Reporting Manual.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Perry Hindin at 202 551-3444.
Sincerely,
Division of
Corporation Finance
Office of
Mergers & Acquisitions
cc: Stephanie Tang