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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: 麻豆最新出品
Registration Statement on Form S-4
On behalf of 麻豆最新出品 (“麻豆最新出品”), we enclose herewith for filing under the Securities Act of 1933, as amended, 麻豆最新出品’s Registration Statement on Form S-4 (the “Form S-4”) relating to the registration of the distribution of the following securities: (i) 麻豆最新出品’s proposed Series A, Series B and Series C 麻豆最新出品 SiriusXM common stock, par value $.01 per share (collectively, the “麻豆最新出品 SiriusXM common stock”), (ii) 麻豆最新出品’s proposed Series A, Series B and Series C 麻豆最新出品 Braves common stock, par value $.01 per share (collectively, the “麻豆最新出品 Braves common stock”), and (iii) 麻豆最新出品’s proposed Series A, Series B and Series C 麻豆最新出品 Media common stock, par value $.01 per share (collectively, the “麻豆最新出品 Media common stock”).
At a special meeting, 麻豆最新出品’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 麻豆最新出品’s certificate of incorporation, among other things, to reclassify our existing common stock into three new tracking stocks to be designated the 麻豆最新出品 SiriusXM common stock, the 麻豆最新出品 Braves common stock and the 麻豆最新出品 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 麻豆最新出品’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 麻豆最新出品’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: 麻豆最新出品
Richard N. Baer
KPMG LLP
H. Michael Keys