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United States securities and exchange commission logo
March 17, 2022
Kevin Richard Benning
Property General Manager
STUDIO CITY INTERNATIONAL HOLDINGS Ltd
36th Floor, The Centrium
60 Wyndham Street
Central
Hong Kong
Re: STUDIO CITY
INTERNATIONAL HOLDINGS Ltd
Amendment No. 1 to
Registration
Statement on Form F-3
Filed January 3,
2022
File No. 333-261406
Dear Mr. Benning:
We have reviewed your amended registration statement 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 this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
December 23, 2021 letter.
Amendment No. 1 to Registration Statement on Form F-3
Cover Page
1. We note your response
to comment 1 that you have not conducted business through VIEs.
Please disclose the
following prominently on the prospectus cover page:
that you are not a
Chinese operating company, but a Cayman Islands holding company,
with operations
conducted by your subsidiaries, and that this organizational structure
involves unique risks
to investors;
that investors may
never directly hold equity interests in your operating company; and
Kevin Richard Benning
FirstName LastNameKevin Richard Benning
STUDIO CITY INTERNATIONAL HOLDINGS Ltd
Comapany
March NameSTUDIO CITY INTERNATIONAL HOLDINGS Ltd
17, 2022
March2 17, 2022 Page 2
Page
FirstName LastName
that Chinese regulatory authorities could disallow your
organizational structure, which
would likely result in a material change in your operations and/or
value of your ordinary
shares, including that it could cause the value of such securities to
significantly decline or
become worthless.
Please include a detailed discussion of these risks in the
registration statement under Risk
Factors and include on the cover page a cross-reference to your
detailed discussion of the
risks facing the company and the offering as a result of your
organizational structure.
2. We note your response to comment 2 as well as your reference to
disclosure in your 2020
Form 20-F regarding legal and operational risks associated with your
operations in Macau
and we reissue our comment. Please disclose prominently on the
prospectus cover page
the legal and operational risks associated with being based in Macau.
Your disclosure
should make clear whether these risks could result in a material
change in your operations
and/or the value of your ordinary shares 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 anti-monopoly concerns, has or may impact the company
s ability to
conduct its business, accept foreign investments, or list on an U.S.
or other foreign
exchange. Please also disclose on the cover page whether your auditor
is subject to the
determinations announced by the PCAOB on December 16, 2021 and whether
and how
the Holding Foreign Companies Accountable Act and related regulations
will affect your
company. Your prospectus summary should address, but not necessarily
be limited to, the
risks highlighted on the prospectus cover page.
3. Your response to comment 3 notwithstanding, please clearly disclose
how you will refer
to the holding company and subsidiaries when providing the disclosure
throughout the
document so that it is clear to investors which entity the disclosure
is referencing and
which subsidiaries or entities are conducting the business operations.
Please disclose
clearly the entity (including the domicile) in which investors are
purchasing their interest.
4. We note your response to comment 4 and we reissue our comment. On the
cover page,
please provide a description of how cash is transferred through your
organization and,
consistent with your response, disclose your intent to distribute
earnings. State whether
any transfers, dividends, or distributions have been made to date
between the holding
company and its subsidiaries, or to investors, and quantify the
amounts where applicable.
About This Prospectus, page 1
5. Notwithstanding your response to comment 7 indicating that you have no
operations in
mainland China and referring to disclosure in your 2020 Form 20-F, we
reissue our
comment. Please include in the prospectus summary a new subsection
that summarizes
your risk factors. In the summary of risk factors, please disclose the
risks that your
corporate structure and being based in or having the majority of the
company s operations
in Hong Kong and Macau pose to investors. In particular, please
describe the significant
Kevin Richard Benning
FirstName LastNameKevin Richard Benning
STUDIO CITY INTERNATIONAL HOLDINGS Ltd
Comapany
March NameSTUDIO CITY INTERNATIONAL HOLDINGS Ltd
17, 2022
March3 17, 2022 Page 3
Page
FirstName LastName
regulatory, liquidity, and enforcement risks with cross-references,
including page
numbers, to the more detailed discussion of these risks in the
prospectus. 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 ordinary
shares. Please 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.
6. We note your response to comment 8 and your reference to sections of
your 2020
Form 20-F addressing risks associated with operating in Macau.
Consistent with your
response, please include a statement in the prospectus summary that
there are no
permissions or approvals from Chinese authorities to operate your
business and to offer
the securities being registered to foreign investors that are required
to be disclosed. In
addition, describe the consequences to you and your investors if you
or your subsidiaries:
(i) inadvertently conclude that such permissions or approvals are not
required, or (ii)
applicable laws, regulations, or interpretations change and you are
required to obtain such
permissions or approvals in the future.
7. We note your response to comment 9 and we reissue our comment in part.
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 has 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.
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 your businesses, including subsidiaries, to the parent
company and U.S.
investors.
8. We note your revisions in response to comment 11. Please disclose in
the summary
section that trading in your securities may be prohibited under the
Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot
inspect or investigate
completely your auditor, and that as a result an exchange may
determine to delist your
securities. Also disclose in the summary whether your auditor is
subject to the
determinations announced by the PCAOB on December 16, 2021. In
addition, as
previously requested, indicate in an appropriate risk factor that the
Commission adopted
rules to implement the HFCAA and that, pursuant to the HFCAA, the
PCAOB has issued
its report notifying the Commission of its determination that it is
unable to inspect or
Kevin Richard Benning
STUDIO CITY INTERNATIONAL HOLDINGS Ltd
March 17, 2022
Page 4
investigate completely accounting firms headquartered in mainland China
or Hong Kong.
Risk Factors, page 9
9. Refer to comment 13. Notwithstanding your response that you have no
operations in
mainland China and your reference to sections of your 2020 Form 20-F
addressing the
risks associated with operating in Macau, we reissue our comment. Please
significantly
revise your risk factor disclosure in the prospectus to address our
comments. Given the
Chinese government s significant oversight and discretion over the
conduct of your
business, please revise your prospectus to separately highlight the risk
that the Chinese
government may intervene or influence your operations at any time, which
could result in
a material change in your operations and/or the value of your ordinary
shares. Also, given
recent statements by the Chinese government indicating an intent to exert
more oversight
and control over offerings that are conducted overseas and/or foreign
investment in China
based issuers, acknowledge the risk that any such action 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.
You may contact Maryse Mills-Apenteng at 202-551-3457 or Mary Beth
Breslin at 202-
551-3625 with any questions.
Sincerely,
FirstName LastNameKevin Richard Benning
Division of Corporation Finance
Comapany NameSTUDIO CITY INTERNATIONAL HOLDINGS Ltd
Office of Real Estate & Construction
March 17, 2022 Page 4
cc: Tim Cruickshank
FirstName LastName