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United States securities and exchange commission logo
March 6, 2024
Eli Baker
Chief Executive Officer
SEAC II Corp.
955 Fifth Avenue
New York, NY 10075
Re: SEAC II Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed February 9,
2024
File No. 333-276414
Dear Eli Baker:
We have reviewed your amended registration statement and have the
following
comment(s).
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our February 5, 2024
letter.
Amendment No. 1 to Registration Statement on Form S-4
Q: What is the SEAC Cash Consideration Trigger and how does it relate to
the amount in the
Trust Account, page 22
1. We note your response
to prior comment 6 and the new disclosure added in the last
paragraph that "[t]he
purchase price per Pubco Common Share in the PIPE is $9.63 and
any additional PIPE
investment is expected to be priced at $9.63 per share, which
represents a discount
of 10%, or $1.07 per share, to the $10.70 per share value SEAC
Public Shareholders
will receive for their shares at the Closing." Please revise to quantify
the aggregate discount
for the entire PIPE investment so that investors can appreciate the
cost difference between
the PIPE investment versus using funds from the trust account as
detailed in the above
chart.
Eli Baker
FirstName LastNameEli Baker
SEAC II Corp.
Comapany
March NameSEAC II Corp.
6, 2024
March2 6, 2024 Page 2
Page
FirstName LastName
SEAC Shareholders will experience immediate dilution as a consequence of the
issuance of
Pubco Common Shares, page 96
2. We note your response to prior comment 19 and reissue it in part. To
the extent
applicable, please discuss more specifically the scenarios where SEAC
Public
Shareholders would be completely cashed out of the proposed business
combination.
StudioCo, page 129
3. We note your response to prior comment 21 and reissue it in part.
Please further revise
this section throughout to discuss in greater detail the negotiations
regarding the effect of
the proposed transaction on SEAC Public Shareholders. As examples
only,
please discuss how the stock and cash mix and the ultimate SEAC Public
Shareholder s
equity position was determined and how the Sponsor s and PIPE
Investor s equity
position was determined in relation to the SEAC Public Shareholder s
equity
position. Please include enough information so that SEAC Public
Shareholders can fully
understand how the negotiations evolved regarding their merger
consideration (stock and
cash) and ultimate equity position in the new holding company in
comparison to the other
shareholder contingency groups.
The SEAC Transaction Committee and SEAC Board's Reasons for Approval of the
Business
Combination, page 136
4. We note your response to prior comment 26 and reissue it in part.
Please further revise
your disclosure to specifically advise what consideration (positive or
negative factors) the
SEAC Transaction Committee and SEAC Board gave to the fact that SEAC
Public
Shareholder will own a minority position in the new holding company.
V. Tax Consequences to U.S. Holders of the StudioCo Amalgamation, page 175
5. We note your response to prior comment 30 and reissue it in part. Item
601(b)(8) of
Regulation S-K requires you to file a tax opinion where the tax
consequences are material
to an investor and a representation as to the tax consequences is set
forth in the filing. It
appears that a tax opinion is required for the StudioCo Amalgamation
since the discussion
includes tax consequences that would be material to investors. Please
revise the section
accordingly and file the required tax opinion. When there is a lack of
authority directly
addressing the tax consequences of a transaction, conflicting
authority or significant doubt
about the tax consequences of a transaction, counsel may issue a
should or more likely
than not opinion to make clear that the opinion is subject to a
degree of uncertainty. In
this case, counsel has simply stated that they cannot opine without
providing the required
opinion. For guidance regarding tax opinions subject to uncertainty,
please refer to
Section III.C.4 of Staff Legal Bulletin No. 19 dated October 14, 2011.
Eli Baker
FirstName LastNameEli Baker
SEAC II Corp.
Comapany
March NameSEAC II Corp.
6, 2024
March3 6, 2024 Page 3
Page
FirstName LastName
Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 211
6. Please explain the adjustment to increase accounts receivable for
$301.6 million for
unbilled receivables in adjustment (1) to the eOne historical balance
sheet, including
explaining any significant assumptions. See Rule 11-02(a)(8) of
Regulation S-X.
7. Please expand Note (B)(1) to explain why the preliminary fair value of
the film and
television programs and library decreased. See Rule 11-02(a)(8) of
Regulation S-X.
Notes to Combined Financial Statements, page F-164
8. You have recorded contract assets of $428.7 million and $361.5 million
for fiscal years
ended 2022 and 2021, respectively. Contract assets balances
approximate 52% and 39%
of recorded revenues for fiscal years ended 2022 and 2021,
respectively. You
disclose contract assets generally consist of: (1) minimum guarantees
being recognized in
advance of invoicing and (2) film and television distribution revenues
recorded but
payment will occur over license term. Please explain to us, and
disclose in an appropriate
section of the Form S-4, the timing and terms of your contracts such
that you
recognize revenues but do not have right to invoice or receive
payment.
(18) Related parties, page F-178
9. You report cost allocations from Hasbro for certain services such as
treasury, tax and legal
functions of $1,008,000 and $261,000 for the years ended 2022 and
2021,
respectively. You also state management believes these cost
allocations are a reasonable
reflection of the utilization of services provided to, or the benefit
derived during the
periods presented. Please explain to us, and disclose in an
appropriate section of the Form
S-4, the reason for the significant increase in costs from year to
year. Refer to Item 303(a)
of Regulation S-K.
Entertainment One Film and Television Business
Condensed Combined Statements of Operations, page F-183
10. We note that net revenue decreased to $419.3 million for the nine
months ended October
1, 2023 as compared to $518.2 million for the nine months ended
September 25,
2022. Please tell us and disclose in an appropriate section of the
Form S-4 the underlying
reasons for this change. Refer to Item 303(a) of Regulation S-K.
Eli Baker
FirstName LastNameEli Baker
SEAC II Corp.
Comapany
March NameSEAC II Corp.
6, 2024
March4 6, 2024 Page 4
Page
FirstName LastName
Please contact Nasreen Mohammed at 202-551-3773 or Theresa Brillant at
202-551-3307
if you have questions regarding comments on the financial statements and
related matters. Please
contact Rucha Pandit at 202-551-6022 or Donald Field at 202-551-3680 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Joel Rubinstein