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United States securities and exchange commission logo
February 5, 2024
Eli Baker
Chief Executive Officer
SEAC II Corp.
955 Fifth Avenue
New York, New York 10075
Re: SEAC II Corp.
Registration
Statement on Form S-4
Filed January 5,
2024
File No. 333-276414
Dear Eli Baker:
We have reviewed your
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.
Registration Statement on Form S-4 Filed January 5, 2024
Cover Page
1. We note your disclosure
that SEAC's Class A Ordinary Shares, Public Warrants and Units
are currently listed on
Nasdaq under the symbols SCRM and SCRMW and
"SCRMU," respectively.
Please revise to disclose the market price of SEAC's Class A
Ordinary Shares, Public
Warrants and Units as of the latest practicable date. Refer to
Item 501(b)(3) of
Regulation S-K.
Questions and Answers, page 17
2. We note that the SEAC
Board formed a special transaction committee due to potential
conflicts of interest.
Please revise to add a new question and answer to discuss in greater
detail why a special
transaction committee was formed. In this regard, we note that Mr.
Sloan appears to have
material relationships with Lions Gate Entertainment Corp., i.e.
shareholder and
directorships.
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3. Please revise to add a new question and answer which discusses and
quantifies the
aggregate transaction value for this proposed business combination.
Please include clear
disclosure regarding the purchase price for StudioCo to include the
value and pricing of
consideration provided to Lions Gate Entertainment Corp. In this
regard, please disclose
the pricing of the 250,220,841 shares being provided to Lions Gate
Entertainment Corp. in
comparison to the value and pricing being assigned to SEAC's Public
Shareholders new
shares, SEAC Sponsors new shares and the PIPE Investors new shares.
4. We note that the different shareholder contingency groups appear to be
investing into the
proposed business combination at different relative values. For
example, it appears that
the PIPE Investors are investing at $9.63 per share. We also note that
the Sponsor appears
to be converting its shares on a one-for-one basis while SEAC Public
Shareholders are
converting based on a formula tied to the amount remaining in the
trust account and a
$10.70 share price. Please revise to add a new question and answer to
directly address,
quantify and explain why the different shareholder contingency groups
are investing into
the new holding company at different relative values and pricing.
5. Please revise to add a new question and answer discussing the Sponsor
Securities
Repurchase. In this regard, it appears that the Sponsor will be
exchanging 16,740,000
shares for $1.00 and a new option for 2,200,000 shares. Please detail
the vesting of such
options, the applicable exercise price of the options and their
relative value.
6. We note that the Screaming Eagle Acquisition Corp. IPO raised
$750,000,000 which was
placed into the company's trust account for the intended purpose of
completing a business
combination. We also note that this proposed business combination
includes a SEAC Cash
Consideration Trigger of $175,000,000. Please add a new question and
answer discussing
the difference between the amount in the trust account and the SEAC
Cash Consideration
Trigger and confirm the potential amount that will be returned to SEAC
Public
Shareholders in the form of SEAC Cash Consideration. Additionally, we
note that the
company intends to raise new financing via a PIPE Investment. Please
discuss and
compare the amount of the PIPE Investment versus the potential amount
being returned to
SEAC Public Shareholders to include the pricing difference. In this
regard, it appears that
the company is paying a premium for the new PIPE Investment versus
using existing
funds in the trust account. The pricing difference appears to be
$10.70 versus $9.63 per
share, a difference of $1.07 per share and an additional cost of
approximately $19 million
versus using funds from the trust account. Additionally, we note there
are additional fees
and expenses associated with raising financing via the PIPE
Investment, i.e. amounts
owed to the co-placement agents. Please also address these additional
fees and expenses in
this discussion.
7. We note that, in this proposed business combination, the structure
contemplates returning
money to public shareholders outside the standard redemption process
and instead relying
upon PIPE financing. Additionally, we note that under certain
circumstances SEAC Public
Shareholders may only receive "cash in the amount of $10.70 per SEAC
Class A Ordinary
Share and no Pubco Common Shares" which appears contrary to the
disclosure in the
Eli Baker
SEAC II Corp.
February 5, 2024
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Screaming Eagle Acquisition Corp. IPO which contemplated that public
shareholders
would own a portion of the new combined company (although maybe in a
minority
position versus being completely cashed out). Please add a new
question and answer
discussing this atypical De-SPAC structure. Additionally, please
advise how and why this
structure does not conflict with or contradict the disclosure
contained in the Screaming
Eagle Acquisition Corp. IPO.
Q: How will the proceeds from the Business Combination be used by Pubco?, page
23
8. Please revise the answer to quantify the amounts that will be used for
the various detailed
purposes.
Q: What will be the equity stakes of the SEAC Public Shareholders, SEAC
Insiders, Lions Gate
Parent and the PIPE Investors . . . ?, page 23
9. Please revise the table here and elsewhere as appropriate to disclose
all possible sources
and extent of dilution that public shareholders who elect not to
redeem their shares may
experience in connection with the business combination. Provide
disclosure of the impact
of each significant source of dilution, including the amount of equity
held by founders,
convertible securities, including warrants retained by redeeming
shareholders, at each of
the redemption levels detailed in your sensitivity analysis, including
any needed
assumptions. In this regard, please also expand footnote (1) to
briefly summarize any
vesting restrictions related to the options held by the Sponsor and
the exercise price of the
options.
10. We note your tabular disclosure depicting resulting ownership scenarios
based on
redemptions by the public stockholders, including assuming no
redemptions of public
shares and assuming the maximum redemptions of public shares. We also
note that the no
redemptions and maximum redemptions scenarios in this tabular disclosure
are identical.
Please expand this answer or add a new question and answer to explain in
detail why the
SEAC's Public Shareholders ownership percentage remains fixed in this
proposed
business combination. In this regard, we note that the merger
consideration (cash and
stock mix) due to SEAC Public Shareholders appears to change based on a
formula tied to
FirstName LastNameEli Baker
the amount of funds remaining in the trust account. Consider adding an
illustrative chart
Comapany
withNameSEAC II account
different trust Corp. amounts to demonstrate the potential merger
consideration
(cash
February and stock
5, 2024 Page mix)
3 due to SEAC Public Shareholders at various trust
amount levels.
FirstName LastName
Eli Baker
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Q: What interests do the current officers and directors have in the Business
Combination?, page
28
11. Please quantify the aggregate dollar amount and describe the nature of
what the Sponsor
and its affiliates have at risk that depends on completion of the
business combination.
Include the current value of loans extended, fees due, and
out-of-pocket expenses for
which the Sponsor and its affiliates are awaiting reimbursement.
Provide similar
disclosure for SEAC's officers and directors, if material. Please make
consistent revisions
in each place where this disclosure appears in your proxy
statement/prospectus. In this
regard, we note that a number of the bullets lack quantification of
identified interests.
12. Please revise the eighth bullet and elsewhere as appropriate to
highlight all material
interests in the transaction held by Harry E. Sloan. As an example
only, clarify and
quantify whether Harry E. Sloan holds any of Lion's Gate Entertainment
Corp.'s common
stock.
13. To the extent possible, please include a bullet quantifying all fees
and reimbursable
expenses to be paid to Citi, the IPO underwriter as well as
co-placement agent for the
PIPE investments. Provide similar disclosure for fees and reimbursable
expenses to be
paid to Morgan Stanley, the other co-placement agent. Lastly, please
clarify the extent to
which the aggregate fees and reimbursable expenses are contingent upon
the
consummation of the business combination. Please make conforming
revisions throughout
the proxy statement/prospectus as appropriate.
Q: What happens to the funds deposited in the Trust Account after consummation
of the
Business Combination?, page 35
14. To the extent possible, please revise to specifically quantify the
amount of funds to be
used for the stated purposes. Consider adding a chart or some other
presentation so public
shareholders can clearly understand how the funds held in the Trust
Account are being
used in connection with this proposed business combination.
Summary of Proxy Statement/Prospectus, page 41
15. Please revise the StudioCo summary on page 42 to briefly discuss the
Studio Business and
what is being acquired in this proposed business combination.
Vote of the SEAC Insiders, page 53
16. We note that this section uses the terms SEAC Insiders and SEAC
Sponsor which have
slightly different definitions. In this regard, we note that SEAC
Insiders includes SEAC
management. Please revise this section and any other applicable
sections to clarify the
number of shares SEAC Insiders hold and whether those aggregate share
will be voted in
favor of the proposed business combination.
Eli Baker
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SEAC II Corp.
Comapany5,NameSEAC
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Risk Factors, page 64
17. Please include a risk factor to discuss the risks associated with
failing to close the PIPE
investment. As examples only, discuss how (i) the PIPE investment is a
condition to
closing and (ii) failure to close the PIPE investment could impact
your ability to satisfy
the minimum cash condition for closing.
18. To the extent material, please include a risk factor discussing the
minimum guarantee
arrangements associated with LG Studio's content licensing agreements.
In this regard, we
note the disclosure on page 230 that the "content licensing
arrangements include fixed fee
and minimum guarantee arrangements." As examples only, please disclose
your
material minimum guarantees or advanced payments for the financial
statement periods
included in the proxy statement/prospectus.
SEAC Shareholders will experience immediate dilution as a consequence of the
issuance of
Pubco Common Shares, page 83
19. Please revise to discuss more specifically (by percentage) how the
ownership of SEAC
Public Shareholders is changing from SEAC to Pubco. Additionally,
please expand the
second paragraph to discuss more specifically the scenarios where SEAC
Public
Shareholders would be completely cashed out of the proposed business
combination.
SEAC Merger, page 102
20. Consider adding an illustrative chart with different trust account
amounts to demonstrate
the potential merger consideration (cash and stock mix) due to SEAC
Public Shareholders
at various trust amount levels.
StudioCo, page 109
21. Please revise this section throughout to discuss in greater detail the
negotiations regarding
the affect of the proposed transaction on SEAC Public Shareholders. In
this regard, please
discuss the negotiations regarding the stock and cash mix due to SEAC
Public
Shareholders, how this mix and the ultimate SEAC Public Shareholder's
equity
position was determined, how the size of the PIPE Investment was
determined in relation
to the size of the trust account, how the Sponsor's and PIPE
Investor's equity position was
determined in relation to the SEAC Public Shareholder's equity
position, etc. 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 (i.e. Lions Gate Parent, Sponsor and
new PIPE Investors).
22. We note your disclosure on page 110 that on July 15, 2023, SEAC
management sent
"a non-binding term sheet for a business combination between SEAC and
StudioCo,
including the potential acquisitions of eOne and the other third party
target." Please revise
to provide additional detail regarding the material terms or other
points that were
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negotiated between the parties in the exchange of drafts of the
non-binding term sheet
during this time; in this regard, we note that "Mr. Baker sent a
revised non-binding term
sheet" on August 11, 2023. We further note that the "term sheet
contemplated a pre-
money enterprise value for the Lionsgate studio business of between
$4.2 and
$4.9 billion." Please revise to provide more detail regarding any term
sheet negotiations.
23. We note your disclosure on page 113 that on November 2, 2023, "Mr.
Baker updated the
SEAC Board on the specific negotiations with Lions Gate Parent,
including that the pre-
money enterprise valuation would be $4.6 billion." Please revise the
disclosure in this
section to include a more detailed description of the negotiations and
board considerations
relating to the valuation of StudioCo. As examples only, please
provide additional
disclosure regarding which party proposed the initial valuation of the
target and how the
valuation amount evolved throughout the course of negotiations. In
revising your
disclosure, please revise to clarify whether the pre-money enterprise
value of $4.6 billion
exchanged on November 2, 2023 was the final agreed-upon valuation of
StudioCo and
discuss how such valuation was used in setting the transaction
consideration.
24. We note your disclosure on page 111 that on August 11, 2023, Mr. Baker
sent a
revised non-binding term sheet to Mr. Feltheimer, the principal terms
of which included
"a PIPE of at least $150 million." We further note your disclosure on
page 114 that
"SEAC was successful in obtaining PIPE commitments in excess of the
$150 million
required under the non-binding term sheet, and it was proposed that
the parties agree to
expand the PIPE to $175 million," the commitments for which "were made
pursuant to a
form of PIPE Subscription Agreement negotiated by SEAC, Lions Gate
Parent and the
PIPE Investors." Please revise this section to include more detail
regarding the PIPE
investment negotiations. As examples only, please disclose any
preliminary discussions
about the need to obtain additional financing for the combined company
through PIPE
investments beyond the amounts available in the trust account, the
terms of the financing
and a description of the negotiations relating to the PIPE
Subscription Agreement.
25. We note your reference to Citi as SEAC's financial advisor as well as
Morgan Stanely and
PJT Partners as Lions Gate Parent's financial advisor. We also note
that Duff Phelps was
retained as an independent financial advisor. Please quantify here any
fees payable to
these advisors for their services, including fees contingent upon
consummation of the
business combination.
The SEAC Transaction Committee and SEAC Board's Reasons for Approval of the
Business
Combination, page 115
26. Please advise what consideration (positive or negative factors) the
SEAC Transaction
Committee and SEAC Board gave to the effect of the proposed
transaction on SEAC
Public Shareholders. In this regard, we note that the SEAC Public
Warrants are being
cashed out at $0.50 per warrant, the SEAC Class A Ordinary Shares are
being
exchanged for a stock and cash mix based on a $10.70 valuation, and
SEAC Public
Shareholder will own a minority position in the new holding company.
We also note that
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the majority of the listed positive and negative factors are focused
on the target business
or proposed business combination from a high level versus the effect
on SEAC Public
Shareholders who will be voting their existing securities and,
depending on the
circumstances, may or may not be participating in the new holding
company going-
forward.
Sources and Uses for the Business Combination, page 139
27. You disclose the net corporate debt attributable to the Studio
Business as $1,748 million
in this section. We also note total debt presented on the unaudited
condensed combined
balance sheet of the Studio Business on page F-110 is $1,227 million
and cash is $172.7
million. Please explain and reconcile the debt attributable to the
Studio Business.
Material U.S. Federal Income Tax Considerations for U.S. Holders, page 145
28. We note your disclosure in the first paragraph that the "following
discussion is a summary
of certain U.S. federal income tax considerations for U.S. Holders."
We also note your
disclosure in the third paragraph on page 146 that your "discussion is
only a summary of
certain U.S. federal income tax considerations associated with the
business combination."
Please delete the word "certain" as the section should address the
material tax
consequences. Refer to Section III.C.1 of Staff Legal Bulletin No. 19
dated October 14,
2011.
29. We note your disclosure in the concluding paragraph that "HOLDERS
SHOULD
CONSULT WITH AND RELY SOLELY UPON THEIR OWN TAX ADVISORS TO
DETERMINE THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE BUSINESS
COMBINATION (INCLUDING THE SEAC MERGER, THE NEW SEAC
DOMESTICATION, THE AMALGAMATIONS AND ANY EXERCISE OF THEIR
REDEMPTION RIGHTS) [Underlining added]." Investors are entitled to
rely upon the
provided tax opinions. Please revise this section and the proxy
statement/prospectus
throughout (i.e. pages 34, 89, and 160) to remove all inappropriate
disclaimers and
limitations on reliance. Refer to Section III.D.1 of Staff Legal
Bulletin No. 19 dated
October 14, 2011.
III. Tax Consequences of the SEAC Merger and the New SEAC Domestication, page
150
30. We note your disclosure that White & Case LLP will deliver a tax
opinion regarding the
SEAC Merger and the New SEAC Domestication which will be filed as
Exhibit 8.2. We
also note your discussion of U.S. federal income tax consequences in
the subsequent
sections regarding the SEAC Amalgamation and the StudioCo
Amalgamation. Specifically, we note your statements that "a U.S.
Holder is not expected
to have any U.S. federal income tax consequences as a result of the
SEAC Amalgamation"
and "a U.S. Holder of New SEAC Class A Common Shares generally would
not recognize
any gain or loss on the exchange of its New SEAC Class A Common Shares
for Pubco
Common Shares pursuant to the StudioCo Amalgamation." Item 601(b)(8)
of Regulation
Eli Baker
SEAC II Corp.
February 5, 2024
Page 8
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 would be required for both the SEAC Amalgamation
and StudioCo
Amalgamation since the discussion includes tax consequences that would
be material to
investors. Please revise the respective sections accordingly and file
the required tax
opinions. For guidance, please refer to Section III of Staff Legal
Bulletin No. 19 dated
October 14, 2011.
Unaudited Pro Forma Condensed Combined Financial Information, page 178
31. We note that on December 27, 2023, Lions Gate Parent and its
subsidiaries completed the
acquisition of the eOne business for cash purchase price of $375.0
million. You state
approximately $317 million of the cash proceeds received in connection
with the business
combination will be used to repay the debt financing obtained to fund
the eOne
acquisition. We also note on page 132 the estimated enterprise value
increased by $0.7-
$1.0 billion or approximately 20% when including the eOne acquisition.
Please disclose
the amount of debt that was incurred to complete this acquisition.
Also please tell us how
you considered Rule 11-01(a) with regards to presenting pro forma
information for
purchase.
Business of SEAC and Certain Information about SEAC
Modifications to the SEAC IPO Underwriters' Deferred Discount, page 207
32. Please revise your disclosure to reflect that you have discussed the
included disclosure
with Goldman Sachs and it either agrees or does not agree with the
conclusions and the
risks associated with such outcome. If Goldman Sachs does not respond,
please revise
your disclosure to indicate you have asked and not received a
response. If applicable,
please disclose that Goldman Sachs refused to discuss the reasons for
its resignation and
forfeiture of fees with management and disclose any associated risks
to investors.
33. We note your disclosure here that "Citi agreed to make adjustments to
its entitlement to a
portion of the $26,250,000 deferred underwriting fee payable to it"
pursuant to the
January 5, 2022 underwriting agreement. We also note that Goldman Sachs
"waived its
entitlement to any portion of the $26,250,000 deferred underwriting fee
payable pursuant
to the Underwriting Agreement." Please add risk factor disclosure that
clarifies that
Goldman Sachs was to be compensated, in part, on a deferred basis for
their underwriting
FirstName LastNameEli Baker
services in connection with the SEAC IPO and such services have already
been
Comapany NameSEAC
rendered, II Corp.
yet Goldman Sachs is gratuitously waiving such fees. Clarify
the unusual nature
of 5,
February such a fee
2024 waiver
Page 8 and any associated risks.
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Eli Baker
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SEAC II Corp.
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February 2024 II Corp.
February
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Management's Discussion and Analysis of Analysis of Financial Condition and
Results of
Operations of SEAC
Commitments and Contractual Obligations; Quarterly Results, page 220
34. Please revise here as well as on pages F-14 and F-38 to identify the
"affiliate of the
Sponsor" disclosed as receiving $15,000 per month "for office space,
utilities, secretarial
and administrative support services and to provide indemnification to
the SEAC
Sponsor." Additionally, please discuss this entity's relationship to
your Sponsor or the
company's officers and directors.
Underwriting Agreement, page 220
35. We note your disclosure elsewhere that certain of these fees have been
waived or
modified. Please revise to update the amounts due upon completion of
the business
combination.
Management's Discussion and Analysis of Analysis of Financial Condition and
Results of
Operations
Studio Business of Lions Gate Entertainment Corp.
Critical Accounting Policies and Estimates, page 228
36. We note your disclosure that you are using the management approach to
carve-out
financial statements of Studio Business. Please disclose the material
judgments,
assumptions and uncertainties associated with allocating corporate
expenses and operating
expense reimbursements. Refer to Item 303(b)(3) of Regulation S-K.
SEAC Relationships and Related Party Transactions, page 359
37. Please revise the fourth paragraph to clarify if there are any
out-of-pocket expenses to be
reimbursed in connection with the proposed business combination.
Sponsor Support Agreement, page 360
38. Please revise the second paragraph to quantify the Warrant Re-Purchase
obligation
associated with repurchasing 5.81% of the outstanding SEAC Public
Warrants.
Eli Baker
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February 2024 II Corp.
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Shared Services Agreement/Overhead Sharing Agreement, page 361
39. Please revise to discuss the Shared Services Agreement/Overhead
Sharing Agreement in
greater detail to include all fees and expenses that will be allocated
between the related
parties. Additionally, we note that all stock-based compensation of
Lions Gate Parent will
be allocated to Pubco. Please revise to quantify these expenses.
Additionally, we note that
the Ownership of Pubco charts included throughout the filing do not
show or detail any
new stock-based plans or arrangements which could lead to additional
SEAC Public
Shareholder dilution. To the extent Pubco will be adopting new
compensation plans or
assuming responsibility for any existing compensation plans, please
revise the chart to
detail and show the dilutive effect of such plans.
Index to Financial Statements, page F-1
40. Please tell us your consideration of including financial statements of
SEAC II Corp. in
future amendments.
Studio Business of Lions Gate Entertainment Corp.
1. Description of Business, Basis of Presentation and Significant Accounting
Policies, page F-52
41. We note that the management approach was utilized to identify
historical operations that
should be presented within the carve-out financial statements. Please
expand to further
explain how the revenues and costs of the Studio Business were
identified.
Exhibits
42. Please file a consent from Duff & Phelps, the SEAC board's independent
financial
advisor, as an exhibit to the proxy statement/prospectus. Refer to
Item 601(b)(23) of
Regulation S-K.
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General
43. With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
has substantial ties with a non-U.S. person. Please also tell us
whether anyone or any
entity associated with or otherwise involved in the transaction, such
as the target, is, is
controlled by, or has substantial ties with a non-U.S. person. If so,
also include risk factor
disclosure that addresses how this fact could impact your ability to
complete your initial
business combination. For instance, discuss the risk to investors that
you may not be able
to complete an initial business combination with a U.S. target company
should the
transaction be subject to review by a U.S. government entity, such as
the Committee on
Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further, if
applicable, disclose that the time necessary for government review of
the transaction or a
decision to prohibit the transaction could prevent you from completing
an initial business
combination and require you to liquidate. Disclose, if applicable, the
consequences of
liquidation to investors, such as the losses of the investment
opportunity in a target
company, any price appreciation in the combined company, and the
warrants, which
would expire worthless.
44. We note references to an earnout throughout the filings. For example,
your disclosure on
page 111 indicates that a portion of the SEAC Founder Shares will be
"subject to an
earnout based on the achievement of certain trading price hurdles
following the Closing, a
'material adverse effect' closing condition, the post-closing capital
structure, and an
exclusive negotiation period." Additionally, your disclosure on page
132 suggests that
Duff & Phelps estimated the valuation of the earnout shares to be $6
million. To the extent
there is an earnout associated with the consummation of the business
combination, please
include a Q&A discussing the Earnout and include the number of shares,
valuation,
timeframe and conditions upon which the earnout is dependent. Please
include enough
information so public stockholders can clearly understand the terms
and conditions of the
earnout.
Eli Baker
FirstName LastNameEli Baker
SEAC II Corp.
Comapany5,NameSEAC
February 2024 II Corp.
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We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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