United States securities and exchange commission logo
March 9, 2023
Renee L. Wilm
Chief Legal Officer & Chief Administrative Officer
Atlanta Braves Holdings, Inc.
12300 Liberty Boulevard
Englewood, Colorado 80112
Re: Atlanta Braves
Holdings, Inc.
Amendment No. 1 to
Registration Statement on Form S-4
February 13, 2023
File No. 333-268922
Dear Renee L. Wilm:
We have reviewed your amended registration statement 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 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.
Unless we note
otherwise, our references to prior comments are to comments in our
January 18, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4
Questions and Answers, page 15
1. We note your response
to comment 2 regarding the number of votes and conversion rights
of BATRA, BATRB and
BATRK. Here and in your Summary section, please prominently
describe the number of
votes per share to which each of New BATRA, New BATRB and
New BATRK is entitled,
as well as the circumstances or events in which the conversion of
the various series of
shares are mandatory or optional, including any exceptions.
Description of SplitCo's Business, page 140
2. We note your response
to comment 13 and reissue our comment in part. Please revise to
summarize the material
terms (including any termination rights) of your lease agreement
Renee L. Wilm
Atlanta Braves Holdings, Inc.
March 9, 2023
Page 2
and file the agreement as an exhibit to the registration statement.
Alternatively, please
provide your analysis as to why you are not required to do so pursuant
to Item
601(b)(10)(ii)(B) of Regulation S-K. In this regard, we acknowledge
your response that
the payment obligations under this agreement are immaterial in amount.
Please tell us,
however, whether you are substantially dependent on this agreement to
sell your products
or services.
3. We note your response to comment 18 and reissue our comment in part.
To the extent
that you substantially depend on any particular agreements, please
summarize their
material terms and file such agreements as exhibits to the
registration statement.
4. We note your response to comment 15 that "management expects players
signed to long-
term contracts with Braves to represent only a small portion of the
Braves' active roster in
any given year." To provide balanced disclosure, please also address
the amounts due
under such contracts. In this regard, we note your disclosure on page
F-19 that as of
September 30, 2022 the aggregate amounts due under such contracts was
$912.4
million. To the extent that you deem your entry into long-term
contracts with players as a
material part of your business, please revise to disclose as such and
include a more robust
a discussion of the market demand and competitive conditions to secure
such long-term
contracts.
Splitco Management's Discussion and Analysis of Financial Condition and Results
of
Operations, page 170
5. We note your revised disclosure in response to comment 14 and reissue
our comment in
part. Please revise to describe why the metric is useful to investors,
how management
uses the metric, how you calculate the average number of attendees per
regular season
home game and if there are any estimates or assumptions underlying the
metric or its
calculation.
Strategies and Challenges, page 170
6. We note your response to comment 21. Please revise your disclosure to
explain the
impact of the expiration and entry into new long-term player contracts,
as well as the
signing of contracts with arbitration-eligible players, on your results
of operations and/or
liquidity. It appears the Braves player payroll will be significantly
higher in 2023. Fan
Graphs projects the Braves players' payroll, other payments due for
former players, and
FirstName LastNameRenee L. Wilm
estimated salaries for the Braves 40-man roster for purpose of the
luxury tax payroll to be
Comapany NameAtlanta
approximately Braves
$240 Holdings,
million Inc. season. Refer to Item
303(b)(1)(i) and
for the 2023
March 303(b)(2)(ii)
9, 2023 Page of2 Regulation S-K.
FirstName LastName
Renee L. Wilm
FirstName LastNameRenee L. Wilm
Atlanta Braves Holdings, Inc.
Comapany
March NameAtlanta Braves Holdings, Inc.
9, 2023
March3 9, 2023 Page 3
Page
FirstName LastName
You may contact Robert Shapiro at 202-551-3273 or Adam Phippen at
202-551-3336 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Taylor Beech at 202-551-4515 or Jennifer L pez Molina at 202-551-3792
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Brophy Christensen