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26th Floor, Gloucester Tower The Landmark 15 Queen’s Road Central Hong Kong
Telephone: +852 3761 3300 Facsimile: +852 3761 3301
www.kirkland.com
October 9, 2018 |
David Zhang To Call Writer Directly +852 3761 3318 david.zhang@kirkland.com
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| VIA EDGAR
Kim McManus, Senior Counsel Rahul K. Patel, Staff Attorney William Demarest, Staff Accountant Shannon Sobotka, Staff Accountant Office of Real Estate and Commodities Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 |
| Re: | Studio City International Holdings Limited Amendment No. 1 to the Registration Statement on Form F-1 CIK No. 0001713334 |
Dear Ms. McManus, Mr. Patel, Mr. Demarest, Ms. Sobotka:
Studio City International Holdings Limited (the “Company”), a foreign private issuer incorporated under the laws of the British Virgin Islands, publicly filed Amendment No. 1 to its registration statement on Form F-1 (the “Registration Statement”) as well as certain exhibits thereto via EDGAR to the Securities and Exchange Commission (the “Commission”) today. To facilitate your review, the Company is delivering to the staff of the Commission (the “Staff”) via hand delivery five courtesy copies of this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated September 17, 2018 and the Registration Statement, marked to show changes to the registration statement that was publicly filed on September 7, 2018.
The Company will commence its marketing activities in connection with the offering on October 10, 2018. The Company plans to request the Staff’s declaration of effectiveness of the Registration Statement on or about October 17, 2018. The Company would appreciate the Staff’s timely assistance and support to the Company in meeting the proposed timetable for the offering.
Concurrently with the filing of the Registration Statement, the Company is hereby in this letter setting forth the Company’s responses to the comments contained in the letter from the Staff dated September 17, 2018. The Staff’s comments are repeated below in bold and are followed by the
| PARTNERS: Pierre-Luc Arsenault3 | Lai Yi Chau | David G. Couper7 | Justin M. Dolling6 | David Patrick Eich1,5,6 | Liu Gan2 | Damian C. Jacobs6 | Guang Li3 | Neil E.M. McDonald | Kelly Naphtali | Ram Narayan3 | Nicholas A. Norris6 | Derek K.W. Poon3,6 | Paul S. Quinn | Richard C.C. Sharpe | Jesse D. Sheley# | Arthur K.H. Tso | Susan S.X. Wang | Li Chien Wong | Wanda T.K. Woo | David Yun6 | Jacqueline B.N. Zheng3,6 REGISTERED FOREIGN LAWYERS: Daniel J. Abercromby6 | Damien Coles6 | Meng Ding3 | Daniel Dusek3 | Jennifer Y.Y. Feng6 | David M. Irvine6 | Hao-Chin Jeng3 | Benjamin W. James4 | Cori A. Lable2 | Xiaoxi Lin3 | Daniel A. Margulies6 | Peng Qi3 | Mi Tang3 | Wenchen Tang3 | Liyong Xing3 | David Zhang3 | Yue Zhang3 ADMITTED IN: 1 State of Illinois (U.S.A.); 2 Commonwealth of Massachusetts (U.S.A.); 3 State of New York (U.S.A.); 4 State of Texas (U.S.A.); 5 State of Wisconsin (U.S.A.); 6 England and Wales; 7 Queensland (Australia); # non-resident |
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Office of Real Estate and Commodities
Division of Corporation Finance
Securities and Exchange Commission
October 9, 2018
Page 2
Company’s responses. We have included page references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.
Prospectus Summary
Our Business, page 1
| 1. | We note the picture of the Studio City property. Please confirm that the picture represents the current state of the property. To the extent the picture represents the property, as anticipated upon completion of the hotel towers described on page 30, please revise to clarify and disclose the anticipated cost of such construction. |
In response to the Staff’s comment, the Company confirms the picture on page 1 represents the current state of the property and does not represent the property upon the anticipated completion of the hotel towers described on pages 30 and 31.
Organizational Transactions, page 5
| 2. | Please revise the organizational chart to disclose the percentage of Class A shares New Cotai may receive in exchange for its Participation Interest and Class B shares. |
In response to the Staff’s comment, the Company has revised the organizational chart on pages 8 and 74 of the Registration Statement to disclose the percentage of Class A shares New Cotai may receive in exchange for its Participation Interest and Class B shares.
If you have any questions regarding the Registration Statement, please contact me at david.zhang@kirkland.com, +852 3761 3318 (work) or +852 9124 8324 (cell), or Jacqueline Wenchen Tang at jacqueline.tang@kirkland.com, +852 3761 9191 (work) or +852 6111 1576 (cell). Questions pertaining to auditing matters may be directed to the following partner at Ernst & Young: George Chan at george.chan@cn.ey.com, +86 21 2228 2272 (work) or +86 156 0181 2313 (cell). Ernst & Young is the independent registered public accounting firm of the Company.
Thank you for your time and attention.
Very truly yours,
/s/ David Zhang
David Zhang
Office of Real Estate and Commodities
Division of Corporation Finance
Securities and Exchange Commission
October 9, 2018
Page 3
Enclosures
| cc: | Geoffry P. Andres, Studio City International Holdings Limited Tim Y. Sung, Studio City International Holdings Limited Jacqueline Wenchen Tang, Esq., Kirkland & Ellis International LLP George Chan, Partner, Ernst & Young James C. Lin, Esq., Partner, Davis Polk & Wardwell LLP |