United States securities and exchange commission logo
April 19, 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. 2 to
Registration Statement on Form S-4
April 6, 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 March
9, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4 filed April 6,
2023
Questions and Answers, page 15
1. Please revise this
section to clarify that a receipt of the Ruling from the Internal Revenue
Service will not be
necessary to effect the Split-Off Transaction. In this regard, we note
that you had applied
for the Ruling from the IRS, but the Split-Off is no longer
conditioned on the
receipt of such Ruling.
Renee L. Wilm
FirstName LastNameRenee L. Wilm
Atlanta Braves Holdings, Inc.
Comapany
April NameAtlanta Braves Holdings, Inc.
19, 2023
April 219, 2023 Page 2
Page
FirstName LastName
Splitco Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations - Years Ended December 31, 2022 and 2021
Baseball revenue, page 175
2. Referencing the bankruptcy proceeding filed by Diamond Sports Group in
March 2023
and its potential impact on broadcast revenues for ANLBC, please
disclose if these
uncertainties have had or that are reasonably likely to have a
material unfavorable impact
on net sales or revenues or income from continuing operations. Refer
to Item
303(b)(2)(ii) of Regulation S-K.
Item 21. Exhibits And Financial Statement Schedules, page II-3
3. We note that exhibit 5.1 indicates that counsel will opine on your
Class A, Class B and
Class C common stock. However, the registration statement and filing
fee table
indicate that you are registering Series A, Series B and Series C
common stock. Revise to
reconcile.
4. Please have counsel remove the reference to "certain" U.S. federal
income tax
consequences in your tax opinion filed as exhibit 8.1. Please also
revise to have counsel
consent to all references to them in the prospectus, including under
the section entitled
"Legal Matters." As a related matter, we note that exhibit 8.1
references the "conditions,
limitations, assumptions and qualifications set forth in the
Registration Statements." In
this regard, if counsel is providing a "long form" opinion, please
have counsel remove
such qualifying language and include the assumptions and
qualifications in the
opinion. Refer to Sections III.B, III.C.1 and IV of Staff Legal
Bulletin No. 19.
5. We also note that your exhibit 8.1 tax opinion relies "upon the
statements and
representations set forth in . . . the Malone Representation Letter."
Clarify whether
counsel relied on the Malone Representation Letter for factual matters
discussed in the
Registration Statement.
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 Brian Fetterolf at 202-551-6613 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