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United States securities and exchange commission logo
June 15, 2023
Kevin Benning
Property General Manager
Studio City International Holdings Limited
71 Robinson Road #04-03
Singapore 068895
Re: Studio City
International Holdings Limited
Form 20-F for the
Fiscal Year Ended December 31, 2022
File No. 001-38699
Dear Kevin Benning:
We have reviewed your filing 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 3. Key Information, page 10
1. At the outset of Item
3, please disclose prominently in this section that you are not a
Chinese operating
company but a Cayman Islands holding company with operations
conducted by your
subsidiaries based in China (including Hong Kong and Macau).
2. At the outset of Item
3, provide prominent disclosure in this section about the legal and
operational risks
associated with being based in or having the majority of the company s
operations in China.
Your disclosure should make clear whether these risks could result in
a material change in
your operations and/or the value of your securities or could
significantly limit or
completely hinder your ability to offer or continue to offer securities
to investors and cause
the value of such securities to significantly decline or be worthless.
Your disclosure should
address how recent statements and regulatory actions by China s
government, such as
those related to data security or antimonopoly concerns, have or may
impact the company s
ability to conduct its business, accept foreign investments, or list on
a U.S. or other foreign
exchange. Please disclose the location of your auditor s
Kevin Benning
FirstName
Studio CityLastNameKevin Benning
International Holdings Limited
Comapany
June NameStudio City International Holdings Limited
15, 2023
June 15,
Page 2 2023 Page 2
FirstName LastName
headquarters and whether and how the Holding Foreign Companies
Accountable Act, as
amended by the Consolidated Appropriations Act, 2023, and related
regulations will affect
your company.
3. At the outset of Item 3, provide a description of how cash is
transferred through your
organization. Quantify any cash flows and transfers of other assets by
type that have
occurred between the holding company and its subsidiaries, and
direction of transfer.
Quantify any dividends or distributions that a subsidiary have made to
the holding
company and which entity made such transfer, and their tax
consequences. Similarly
quantify dividends or distributions made to U.S. investors, the
source, and their tax
consequences. Your disclosure should make clear if no transfers,
dividends, or
distributions have been made to date. Describe any restrictions on
foreign exchange and
your ability to transfer cash between entities, across borders, and to
U.S. investors.
Describe any restrictions and limitations on your ability to
distribute earnings from the
company, including your subsidiaries to the parent company and U.S.
investors as well as
the ability to settle amounts owed.
4. At the outset of Item 3, disclose the risks that being based in or
having the majority of the
company s operations in China poses to investors. In particular,
describe the significant
regulatory, liquidity, and enforcement risks with cross-references to
the more detailed
discussion of these risks in the annual report. For example,
specifically discuss risks
arising from the legal system in China, including risks and
uncertainties regarding the
enforcement of laws and that rules and regulations in China can change
quickly with little
advance notice; and the risk that the Chinese government may intervene
or influence your
operations at any time, or may exert more control over offerings
conducted overseas
and/or foreign investment in China-based issuers, which could result
in a material change
in your operations and/or the value of your securities. Acknowledge
any risks that any
actions by the Chinese government to exert more oversight and control
over offerings that
are conducted overseas and/or foreign investment in China-based
issuers could
significantly limit or completely hinder your ability to offer or
continue to offer securities
to investors and cause the value of such securities to significantly
decline or be worthless.
5. At the outset of Item 3, disclose in this section each permission or
approval that you or
your subsidiaries are required to obtain from Chinese authorities to
operate your business
and to offer securities to foreign investors. State whether you or
your subsidiaries are
covered by permissions requirements from the China Securities
Regulatory Commission
(CSRC), Cyberspace Administration of China (CAC) or any other
governmental agency
that is required to approve your operations, and state affirmatively
whether you have
received all requisite permissions or approvals and whether any
permissions or approvals
have been denied. Please also describe the consequences to you and
your investors if you
or your subsidiaries: (i) do not receive or maintain such permissions
or approvals, (ii)
inadvertently conclude that such permissions or approvals are not
required, or (iii)
applicable laws, regulations, or interpretations change and you are
required to obtain such
permissions or approvals in the future.
Kevin Benning
FirstName
Studio CityLastNameKevin Benning
International Holdings Limited
Comapany
June NameStudio City International Holdings Limited
15, 2023
June 15,
Page 3 2023 Page 3
FirstName LastName
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections,
page 150
6. We note your statement that you reviewed public filings and
stockholder lists of your
Company, Melco Resorts and Melco International in connection with your
required
submission under paragraph (a). Please supplementally describe any
additional materials
that were reviewed and tell us whether you relied upon any legal
opinions or third party
certifications such as affidavits as the basis for your submission. In
your response, please
provide a similarly detailed discussion of the materials reviewed and
legal opinions or
third party certifications relied upon in connection with the required
disclosures under
paragraphs (b)(2) and (3).
7. We note that both Studio City Developments and Studio City
Entertainment are organized
in Macau, as well as your use of defined terms beginning on page 1
distinguishing
between mainland China and Macau. Please supplementally tell us the
percentage of
shares that are owned by governmental entities in Macau and any other
jurisdictions in
which you have consolidated operating entities, pursuant to paragraph
(b)(2) of Item 16I
of Form 20-F.
8. In order to clarify the scope of your review, please supplementally
describe the steps you
have taken to confirm that none of the members of your board or the
boards, if any, of
your consolidated foreign operating entities are officials of the
Chinese Communist Party.
For instance, please tell us how board members current or prior
memberships on, or
affiliations with, committees of the Chinese Communist Party factored
into your
determination. In addition, please tell us whether you have relied
upon third party
certifications such as affidavits as the basis for your disclosure.
Notes to Consolidated Financial Statements
13. Capital Structure, page F-38
9. We note that you issued 400M shares to existing shareholders and
holders of your ADSs
at a price of $3.00 per ADS, a price which appears to be a significant
discount from the
traded price of your ADSs on the NYSE during that timeframe. Please
tell us if you
believe the price of $3.00 per ADS represented the fair value of the
shares at those dates
and provide us with your analysis to determine the fair value.
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.
You may contact Eric McPhee at 202-551-3693 or Robert Telewicz at
202-551-3438 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Brigitte Lippmann at 202-551-3713
with any
other questions.
Kevin Benning
Studio City International Holdings Limited
June 15, 2023
Page 4
FirstName LastNameKevin Benning Sincerely,
Comapany NameStudio City International Holdings Limited
Division of Corporation
Finance
June 15, 2023 Page 4 Office of Real Estate &
Construction
FirstName LastName