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30 ROCKEFELLER PLAZA
TEL +1 212.408.2500 FAX +1 212.408.2501 BakerBotts.com |
AUSTIN BEIJING BRUSSELS DALLAS DUBAI HONG KONG HOUSTON |
LONDON MOSCOW NEW YORK PALO ALTO RIO DE JANEIRO RIYADH WASHINGTON |
December 22, 2015
Via EDGAR
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Ladies and Gentlemen:
Re: ÎçҹѰ»¨
Registration Statement on Form S-4
On behalf of ÎçҹѰ»¨ (“ÎçҹѰ»¨”), we enclose herewith for filing under the Securities Act of 1933, as amended, ÎçҹѰ»¨’s Registration Statement on Form S-4 (the “Form S-4”) relating to the registration of the distribution of the following securities: (i) ÎçҹѰ»¨’s proposed Series A, Series B and Series C ÎçҹѰ»¨ SiriusXM common stock, par value $.01 per share (collectively, the “ÎçҹѰ»¨ SiriusXM common stock”), (ii) ÎçҹѰ»¨’s proposed Series A, Series B and Series C ÎçҹѰ»¨ Braves common stock, par value $.01 per share (collectively, the “ÎçҹѰ»¨ Braves common stock”), and (iii) ÎçҹѰ»¨’s proposed Series A, Series B and Series C ÎçҹѰ»¨ Media common stock, par value $.01 per share (collectively, the “ÎçҹѰ»¨ Media common stock”).
At a special meeting, ÎçҹѰ»¨’s stockholders will be asked to consider and vote on a group of related proposals to approve the adoption of an amendment and restatement of ÎçҹѰ»¨’s certificate of incorporation, among other things, to reclassify our existing common stock into three new tracking stocks to be designated the ÎçҹѰ»¨ SiriusXM common stock, the ÎçҹѰ»¨ Braves common stock and the ÎçҹѰ»¨ Media common stock and to provide for the attribution of the businesses, assets and liabilities of our company among a new SiriusXM Group, a new Braves Group and a new Media Group. The reclassification is described in detail in the Form S-4 filed herewith.
We have been advised that a filing fee in the amount of $1,351,499 has been paid in connection with the filing of the Form S-4 by wire transfer from ÎçҹѰ»¨’s account at U.S. Bank in Denver to the Securities and Exchange Commission’s account at U.S. Bank in St. Louis. U.S. Bank was instructed to note that ÎçҹѰ»¨’s Central Index Key (CIK) is 0001560385.
Should any questions arise with respect to these filings, please contact the undersigned at Tel: (212) 408-2503, Fax: (212) 259-2503.
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Very truly yours, |
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/s/ Renee L. Wilm |
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Renee L. Wilm |
cc: ÎçҹѰ»¨
Richard N. Baer
KPMG LLP
H. Michael Keys