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CALDERWOOD & HARKNESS LLP Attorneys at Law

787 Seventh Avenue, 42nd Floor New York, New York 10019

Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

October 6, 2021

Matter No. 1011-00002

VIA EDGAR AND Sundial Data Systems

Katherine Wylie, Special Counsel Office of Mergers and Acquisitions Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549

Re: Aurelius Media Holdings LLC and Aurelius Global Media Group PLC Tender Offer Statement on Schedule TO Filed September 8, 2021 File No. 005-92847 Relating to the Tender Offer for Shares of Common Stock of Pinnacle Content Holdings, Inc. (CIK: 0001847263)

Dear Ms. Wylie:

We are writing on behalf of our clients, Aurelius Media Holdings LLC, a Delaware limited liability company ("AMH LLC"), and Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales (registered number 08541276) ("Aurelius" or "AGMG," and together with AMH LLC, the "Filing Persons"), in response to the comments of the Staff (the "Staff") of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the "Commission") set forth in the Staff's letter dated September 22, 2021 (the "Comment Letter"), containing four comments relating to the Tender Offer Statement on Schedule TO filed with the Commission on September 8, 2021 (the "Schedule TO"), by the Filing Persons with respect to the tender offer by AMH LLC to purchase up to 6,980,050 shares of common stock, par value $0.001 per share (the "Shares"), of Pinnacle Content Holdings, Inc., a Delaware corporation ("Pinnacle" or the "Company"), at a purchase price of $4.01 per Share, net to the seller in cash, without interest and subject to any applicable withholding taxes, upon the terms and subject to the conditions described in the Offer to Purchase dated September 8, 2021 (the "Offer to Purchase"), and the related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the "Offer").

Concurrently with the submission of this response letter, the Filing Persons are filing Amendment No. 1 to the Schedule TO ("Amendment No. 1") with the Commission via EDGAR to reflect the revised and supplemental disclosures described in this letter. As part of Amendment No. 1, the Filing Persons are filing amended versions of the Offer to Purchase (Exhibit (a)(1)(A) to the Schedule TO) and the Letter of Transmittal (Exhibit (a)(1)(B) to the Schedule TO), each of which has been revised to incorporate the supplemental disclosures described herein. In addition, the Filing Persons are filing for the first time the commitment letter referred to in the response to Comment 2 below as Exhibit (b)(1) to Amendment No. 1.

Capitalized terms used but not otherwise defined in this letter have the meanings ascribed to them in the Offer to Purchase, as amended. For the convenience of the Staff, each of the Staff's comments from the Comment Letter is reproduced below in *bold italics* and is followed by the corresponding response of the Filing Persons. All references to page numbers are to the pages of the amended Offer to Purchase filed as part of Amendment No. 1, unless otherwise indicated.

Comment 1 — Disclosure Regarding Intent to Seek Board Representation Post-Acquisition

*We note that the Offer to Purchase includes limited disclosure regarding the Filing Persons' plans or proposals with respect to corporate governance at Pinnacle Content Holdings, Inc. following consummation of the tender offer. Please revise the Offer to Purchase to provide enhanced disclosure regarding the Filing Persons' plans or proposals to seek board representation at Pinnacle following consummation of the tender offer, including: (a) the specific number of board seats the Filing Persons intend to seek; (b) any communications between the Filing Persons and Pinnacle's board of directors or management regarding board composition or governance arrangements; and (c) whether the Filing Persons' plans with respect to board representation are contingent upon the level of share ownership achieved in connection with the offer. See Item 4 of Schedule TO and the instructions thereto.*

Response:

The Filing Persons acknowledge the Staff's comment and respectfully advise the Staff that the Offer to Purchase has been revised under "Section 4 — Purpose of the Offer; Plans and Proposals" (beginning at page 18 of the amended Offer to Purchase) to provide enhanced disclosure regarding the Filing Persons' plans and proposals to seek board representation at Pinnacle Content Holdings, Inc. following consummation of the Offer. The following summarizes the substance of the revised disclosure that has been incorporated into the amended Offer to Purchase:

AMH LLC, as the acquisition vehicle and a wholly owned subsidiary of Aurelius Global Media Group PLC, intends to seek representation on the board of directors of Pinnacle Content Holdings, Inc. (Nasdaq: PCHL) following consummation of the Offer. Aurelius's objective is to obtain up to two (2) seats on Pinnacle's nine-member board of directors, which the Filing Persons believe would be commensurate with Aurelius's anticipated ownership position of up to approximately 34.9% of Pinnacle's outstanding Shares (based on 20,000,000 Shares outstanding as reported by Pinnacle in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021, filed with the Commission on August 12, 2021).

In connection with the foregoing, Aurelius has identified Rupert Ashford, Head of Corporate Development at Aurelius Global Media Group PLC, as a potential nominee for election or appointment to the Pinnacle board of directors. Mr. Ashford has served as Head of Corporate Development at Aurelius since 2017 and has over fifteen years of experience in the media and entertainment industry. A second nominee has not yet been identified; however, any such second nominee would be selected from among senior executives of Aurelius or its affiliates with relevant media industry experience and would be identified and disclosed in accordance with applicable requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the Commission promulgated thereunder.

The Filing Persons further disclose that, as of the date of this letter, Aurelius has not entered into any agreement, arrangement, or understanding, whether written or oral, with Pinnacle's board of directors (currently chaired by Franklin Osei) or Pinnacle's management (led by Chief Executive Officer Jordan Cavanaugh) regarding board representation, board composition, or any other governance arrangements at Pinnacle. No discussions of a specific or definitive nature have occurred between the Filing Persons and Pinnacle or any of its directors or officers regarding the composition of Pinnacle's board following completion of the Offer.

The Filing Persons note, however, that prior to the commencement of the Offer on September 8, 2021, Rupert Ashford communicated informally with Jordan Cavanaugh on two occasions — by telephone on July 14, 2021, and in person at the National Association of Broadcasters conference in Las Vegas, Nevada, on August 4, 2021 — regarding the potential benefits of a strategic content partnership between Aurelius and Pinnacle, including opportunities for co-production and content licensing. These discussions were preliminary and exploratory in nature and did not address specific governance arrangements, board representation, or the terms of a potential acquisition of Pinnacle Shares by Aurelius or any of its affiliates.

With respect to the contingent nature of the Filing Persons' board representation plans, the amended Offer to Purchase discloses that if Aurelius acquires fewer Shares than the maximum 6,980,050 Shares sought in the Offer, Aurelius will evaluate the appropriate level of board representation in light of its actual ownership percentage and Pinnacle's prevailing corporate governance framework. In no event does Aurelius intend to seek a majority of seats on the Pinnacle board of directors. Specifically, if Aurelius's post-Offer ownership percentage falls below approximately 20% of the outstanding Shares, Aurelius may seek only a single board seat rather than two seats, although the Filing Persons reserve the right to evaluate the appropriate course of action based on all relevant circumstances at such time.

The Filing Persons further disclose that Aurelius does not currently intend to launch a proxy contest or submit shareholder proposals to obtain board seats at Pinnacle. However, Aurelius expressly reserves all rights to do so in the future if it determines, in its sole discretion, that Pinnacle's board has not acted in the best interests of all shareholders or has unreasonably refused to provide Aurelius with representation commensurate with its ownership position. Any such proxy solicitation would be conducted in compliance with the applicable provisions of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, including Regulation 14A.

The foregoing disclosure has been incorporated into the amended Offer to Purchase filed as Exhibit (a)(1)(A) to Amendment No. 1.

Comment 2 — Clarification of Financing Conditions and Brindoval National Bank Commitment Terms

*We note that the Offer to Purchase states that the offer is subject to a financing condition but provides limited disclosure regarding the material terms of the committed financing. Please revise the Offer to Purchase to clarify the financing condition to the offer, including: (a) the material terms of the committed financing, including the identity of the lender, the amount, interest rate, maturity, and security for the facility; (b) the conditions to the lender's obligation to fund; and (c) the circumstances under which the financing condition could fail to be satisfied and the effect of any such failure on the offer. See Item 7 and Item 10 of Schedule TO. In addition, please file the commitment letter as an exhibit to the Schedule TO. See Item 12(b) of Schedule TO.*

Response:

The Filing Persons acknowledge the Staff's comment and respectfully advise the Staff that the Offer to Purchase has been revised under "Section 7 — Source and Amount of Funds" (beginning at page 28 of the amended Offer to Purchase) and "Section 10 — Conditions of the Offer" (beginning at page 36 of the amended Offer to Purchase) to provide additional detail regarding the committed term loan facility that will be used to finance the Offer. In addition, the commitment letter described below has been filed as Exhibit (b)(1) to Amendment No. 1 in accordance with Item 12(b) of Schedule TO. The following summarizes the substance of the revised and supplemental disclosure:

The Offer is being financed through a committed senior secured term loan facility (the "Credit Facility") provided by Brindoval National Bank, N.A., a national banking association organized under the laws of the United States ("Brindoval"), pursuant to a commitment letter dated August 20, 2021 (reference CL-2021-MTC-00487) (the "Commitment Letter") between Brindoval, as lender, and AMH LLC, as borrower, with Aurelius Global Media Group PLC as guarantor of AMH LLC's obligations thereunder. The material terms of the Credit Facility, as set forth in the Commitment Letter, are summarized below:

Facility Amount. The aggregate principal amount of the Credit Facility is $30,000,000, which exceeds the maximum aggregate purchase price of approximately $28,000,000 that would be payable by AMH LLC if the maximum number of Shares sought in the Offer were tendered and accepted for payment (calculated as 6,980,050 Shares multiplied by the Offer Price of $4.01 per Share, for a maximum aggregate purchase price of $27,989,000.50). The excess availability under the Credit Facility is intended to provide AMH LLC with a cushion to cover transaction costs, fees, and expenses associated with the Offer, including the depositary's fees, the information agent's fees, filing fees, printing costs, legal fees, and other customary expenses.

Interest Rate. Borrowings under the Credit Facility will bear interest at a rate per annum equal to the London Interbank Offered Rate ("LIBOR") for the applicable interest period plus a margin of 3.25%, subject to a LIBOR floor of 0.50% per annum. Interest will be payable quarterly in arrears. In the event that LIBOR ceases to be available or is no longer a representative benchmark rate, the Commitment Letter provides for a transition to an alternative reference rate to be agreed upon between Brindoval and AMH LLC, consistent with then-prevailing market conventions.

Maturity. The Credit Facility will mature three (3) years from the date of initial funding. AMH LLC may prepay amounts outstanding under the Credit Facility at any time without penalty or premium, subject to customary LIBOR breakage costs with respect to prepayments made other than at the end of an interest period.

Security. Obligations under the Credit Facility will be secured by a first-priority perfected pledge of all Shares of Pinnacle common stock acquired by AMH LLC in connection with the Offer. The pledge will be evidenced by a customary pledge agreement to be executed and delivered at closing. In addition, Aurelius Global Media Group PLC will provide an unconditional parent guaranty of all of AMH LLC's obligations under the Credit Facility.

Commitment Expiration. Brindoval's commitment to fund the Credit Facility will expire on December 31, 2021, unless the Credit Facility is funded on or prior to such date. AMH LLC has the option, exercisable upon not less than ten (10) business days' prior written notice to Brindoval, to extend the commitment expiration date by ninety (90) days to March 31, 2022, subject to payment of an extension fee equal to 0.25% of the committed amount ($75,000).

Commitment Fee. AMH LLC has agreed to pay Brindoval a commitment fee of 0.50% per annum on the undrawn portion of the committed amount, payable quarterly in arrears, from the date of the Commitment Letter until the earlier of the funding date and the commitment expiration date. Based on the full $30,000,000 committed amount, the commitment fee is $150,000 per annum (approximately $37,500 per quarter) if no portion of the Credit Facility is drawn.

The Commitment Letter provides that Brindoval's obligation to fund the Credit Facility is subject to the satisfaction or waiver of the following conditions precedent:

(i) AMH LLC shall have commenced the Offer and shall not have withdrawn, terminated, or permitted the Offer to expire without accepting any Shares for payment;

(ii) the minimum tender condition shall have been satisfied, meaning that at least 5,000,000 Shares shall have been validly tendered and not properly withdrawn prior to the expiration of the Offer;

(iii) the representations and warranties of AMH LLC and Aurelius Global Media Group PLC set forth in the Commitment Letter shall be true and correct in all material respects as of the date of funding (or, with respect to representations and warranties that are qualified by materiality, in all respects);

(iv) no material adverse effect shall have occurred with respect to Aurelius Global Media Group PLC, AMH LLC, or Pinnacle Content Holdings, Inc. since the date of the Commitment Letter, where "material adverse effect" is defined in the Commitment Letter consistent with customary acquisition finance market practice and includes, among other things, any event, change, development, or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, assets, financial condition, or results of operations of the applicable entity, subject to customary exclusions for general economic and industry conditions, changes in law, and changes resulting from the announcement or pendency of the Offer;

(v) AMH LLC shall have delivered to Brindoval customary closing certificates (including an officer's certificate certifying the satisfaction of the conditions to funding), secretary's certificates (attesting to the organizational documents of AMH LLC and the resolutions authorizing the transactions), and legal opinions from counsel to AMH LLC (including an enforceability opinion and a security interest opinion); and

(vi) there shall be no legal restraint, injunction, order, or decree issued by any court of competent jurisdiction, or any statute, rule, or regulation enacted or promulgated by any governmental authority, that prohibits, prevents, or materially impairs the funding of the Credit Facility or the consummation of the Offer.

The lead arranger and primary point of contact at Brindoval is Thomas Brierly, Director, Media & Telecom Lending, Brindoval National Bank, N.A., 383 Madison Avenue, New York, New York 10179, telephone (212) 270-6000.

The Filing Persons confirm that the financing condition set forth in "Section 10 — Conditions of the Offer" of the Offer to Purchase operates such that the Offer will not be consummated unless the Brindoval commitment is funded or alternative financing sufficient to pay the aggregate purchase price for all validly tendered Shares accepted for payment by AMH LLC is obtained. If Brindoval fails to fund the Credit Facility for any reason (including as a result of the failure of one or more of the conditions to funding described above), and AMH LLC has not obtained alternative financing on terms reasonably satisfactory to AMH LLC, the Filing Persons will not be obligated to accept for payment, or pay for, any Shares tendered in the Offer, and the Offer may be terminated, extended, or amended in accordance with its terms and applicable law.

The Filing Persons further confirm that Aurelius does not intend to waive the financing condition unless alternative funding sources sufficient to consummate the Offer have been identified and committed on terms reasonably satisfactory to the Filing Persons. The Filing Persons are not aware of any circumstance that would reasonably be expected to cause Brindoval to fail to fund the Credit Facility, and Brindoval has confirmed to AMH LLC that it is prepared to fund the Credit Facility upon satisfaction of the conditions to funding described above.

A summary of the material terms of the Brindoval Commitment Letter has been incorporated into the amended Offer to Purchase filed as Exhibit (a)(1)(A) to Amendment No. 1. The Commitment Letter itself has been filed as Exhibit (b)(1) to Amendment No. 1 in accordance with Item 12(b) of Schedule TO. Certain confidential terms of the Commitment Letter, including fee amounts and pricing grids not material to an understanding of the financing structure, have been omitted from the publicly filed version of the Commitment Letter pursuant to a confidential treatment request submitted concurrently with Amendment No. 1.

Comment 3 — Additional Disclosure Regarding Existing Media Holdings and Hart-Scott-Rodino Implications

*We note that the Offer to Purchase contains limited disclosure regarding the Filing Persons' existing media and entertainment holdings in North America. Please provide supplemental disclosure regarding the Filing Persons' existing media and entertainment holdings in North America that could raise competitive overlap concerns or Hart-Scott-Rodino Act implications in connection with the acquisition of Pinnacle shares. In addition, please disclose the current status of any filing made under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, in connection with the offer, including whether the applicable waiting period has expired or been terminated. See Item 4 of Schedule TO.*

Response:

The Filing Persons acknowledge the Staff's comment and respectfully advise the Staff that the Offer to Purchase has been revised under "Section 4 — Purpose of the Offer; Plans and Proposals" (beginning at page 18 of the amended Offer to Purchase) and a new subsection, "Section 12 — Antitrust Matters" (beginning at page 41 of the amended Offer to Purchase), has been added to provide additional disclosure regarding the Filing Persons' existing media holdings and the status of the Hart-Scott-Rodino filing. The following summarizes the substance of the revised and supplemental disclosure:

Aurelius's Business and North American Media Holdings. Aurelius Global Media Group PLC is a United Kingdom-headquartered diversified media, entertainment, and e-commerce conglomerate listed on the London Stock Exchange (LON: AGMG) with an approximate market capitalization of £2.1 billion as of September 30, 2021. Aurelius's principal executive offices are located at 44 Lombard Crescent, London EC3V 9BQ, United Kingdom. Aurelius's core business encompasses broadcast networks, digital streaming platforms, and a portfolio of content studios operating across Europe and North America. For the fiscal year ended December 31, 2020, Aurelius reported consolidated revenue of approximately £1.48 billion, of which approximately 18% (or approximately £266 million) was attributable to North American operations.

Aurelius's North American media and entertainment holdings consist of the following:

(a) Digital Streaming Platforms. Aurelius, through its wholly owned subsidiary Aurelius Digital Media Inc. (a Delaware corporation), operates two digital streaming platforms in North America: (1) EuroStream, a subscription video-on-demand ("SVOD") platform offering European-language content (including drama, comedy, and documentary programming) distributed in the United States and Canada, with approximately 1.2 million paid subscribers as of June 30, 2021; and (2) CinéVault, an advertising-supported video-on-demand ("AVOD") platform offering classic and art-house European cinema, with approximately 800,000 monthly active users as of June 30, 2021. Both platforms are focused on European-language content and do not produce or license significant volumes of English-language original content.

(b) Production Studios. Aurelius, through its wholly owned subsidiary Aurelius Studios Ltd. (a company organized under the laws of England and Wales), operates three production studios that produce scripted drama, documentary, and reality formats. These studios are primarily focused on producing content for European broadcast networks and streaming platforms, including the Sterling Reach Corporation, Severin Enterprises, Thackeray Group, and Pemberton Enterprises. Aurelius's production studios have limited operations in North America, consisting principally of a small development office in Los Angeles, California, that identifies co-production opportunities with U.S.-based producers and talent.

(c) Content Licensing Division. Aurelius, through its wholly owned subsidiary Aurelius Content Partners LLC (a Delaware limited liability company), operates a content licensing division that licenses Aurelius-owned library content (comprising approximately 4,500 hours of programming) to third-party streaming platforms, broadcast networks, and other distributors worldwide. Aurelius's content licensing activities in North America are focused on licensing European-language and European-origin content to platforms such as Northgate Partners LLC, Dunmore Enterprises, and Dunmore Corporation. Aurelius does not currently license significant volumes of English-language original content produced by third parties.

Pinnacle's Business. Pinnacle Content Holdings, Inc. is an independent production, post-production, and content licensing company headquartered at 2300 Magnolia Boulevard, Suite 1100, Burbank, California 91502. Pinnacle's business is primarily focused on the production and licensing of English-language original content in the United States, including scripted drama, documentary, and unscripted reality formats. For the fiscal year ended December 31, 2020, Pinnacle reported revenue of approximately $112.4 million and earnings before interest, taxes, depreciation, and amortization ("EBITDA") of approximately $14.6 million. Pinnacle's content library comprises approximately 1,800 hours of programming across drama, documentary, and reality formats, the substantial majority of which consists of English-language content produced for the U.S. market.

Competitive Overlap Analysis. The Filing Persons believe that the acquisition of up to approximately 34.9% of Pinnacle's outstanding Shares does not raise significant competitive concerns, given the complementary nature of Aurelius's primarily European-focused production, distribution, and licensing operations and Pinnacle's primarily U.S.-focused independent production and licensing business. There is limited direct competitive overlap between Aurelius's North American operations and Pinnacle's business. Aurelius's North American streaming platforms are focused on European-language content and serve a distinct audience segment from Pinnacle's English-language content production and licensing operations. Moreover, Aurelius's production studios are focused on producing content for European broadcast networks and have limited English-language original content production capabilities in North America. The Filing Persons believe that the combination of Aurelius's global distribution capabilities and Pinnacle's U.S.-focused content library and production capabilities would create meaningful strategic value for both companies and their respective stakeholders.

Hart-Scott-Rodino Act Filing and Status. The Filing Persons filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder by the Federal Trade Commission (the "FTC"), with the FTC and the Antitrust Division of the U.S. Department of Justice (the "DOJ") on August 30, 2021 (HSR Transaction Number 20211892). The applicable filing fee was $45,000, based on the transaction value of approximately $28,000,000 falling within the applicable 2021 HSR Act filing fee threshold band (transaction values of more than $10,000,000 but less than $50,000,000).

The initial thirty (30) calendar day waiting period under the HSR Act was scheduled to expire on September 29, 2021. However, on September 15, 2021, the FTC granted early termination of the HSR Act waiting period with respect to the transaction. No second request for additional information or documentary material was issued by either the FTC or the DOJ in connection with the Filing Persons' HSR Act notification. The grant of early termination indicates that neither the FTC nor the DOJ intends to take further action to investigate or challenge the transaction at this time, although the grant of early termination does not preclude either agency from challenging the transaction in the future.

The satisfaction of the HSR Act requirements constitutes one of the conditions to the Offer set forth in "Section 10 — Conditions of the Offer" of the Offer to Purchase. This condition has been satisfied as a result of the early termination of the HSR Act waiting period on September 15, 2021.

The Filing Persons further confirm that no state antitrust or competition law approvals are required in connection with the Offer based on the Filing Persons' analysis of applicable state antitrust and competition statutes. In addition, no foreign antitrust or competition law approvals (including under the European Union Merger Regulation or the United Kingdom's Enterprise Act 2002) are required in connection with the Offer, as the applicable jurisdictional thresholds for mandatory notification under such laws are not met based on the size and scope of the transaction.

The foregoing disclosure has been incorporated into the amended Offer to Purchase filed as Exhibit (a)(1)(A) to Amendment No. 1.

Comment 4 — Supplemental Disclosure Regarding Proration Mechanics and Withdrawal Rights

*We note that the Offer to Purchase provides limited disclosure regarding the proration procedures applicable if more than 6,980,050 shares of Pinnacle common stock are validly tendered. In addition, the disclosure regarding shareholders' withdrawal rights during the offer period, including following any extension of the offer, could be more clearly presented. Please revise the Offer to Purchase to provide enhanced disclosure regarding: (a) the proration procedures applicable if more than 6,980,050 shares are tendered, including an illustrative example of how proration would apply; (b) the treatment of odd-lot holders; and (c) shareholders' withdrawal rights during the offer period and following any extension of the offer, including the specific procedures for exercising withdrawal rights. See Rule 14d-8 and Section 14(d)(5) of the Exchange Act.*

Response:

The Filing Persons acknowledge the Staff's comment and respectfully advise the Staff that the Offer to Purchase has been revised under "Section 1 — Terms of the Offer" (beginning at page 3 of the amended Offer to Purchase) and "Section 3 — Procedures for Tendering Shares" (beginning at page 10 of the amended Offer to Purchase) to provide supplemental disclosure regarding proration mechanics and withdrawal rights. The Letter of Transmittal (Exhibit (a)(1)(B)) has also been revised to incorporate corresponding disclosure regarding withdrawal procedures. The following summarizes the substance of the revised and supplemental disclosure:

Proration Mechanics.

The amended Offer to Purchase discloses that the Offer is for a maximum of 6,980,050 Shares of Pinnacle common stock, par value $0.001 per share, representing approximately 34.9% of the 20,000,000 Shares of common stock outstanding as of the commencement date of the Offer (based on the number of Shares reported as outstanding in Pinnacle's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021, filed with the Commission on August 12, 2021).

If more than 6,980,050 Shares are validly tendered and not properly withdrawn prior to the Expiration Date (as it may be extended from time to time in accordance with the terms of the Offer and applicable law), AMH LLC will accept Shares for payment on a pro rata basis from all tendering shareholders (other than odd-lot holders who tender all of their Shares, as described below), with appropriate adjustments to avoid purchases of fractional Shares, in accordance with Rule 14d-8 promulgated under the Exchange Act.

The proration factor will be calculated by dividing the maximum number of Shares sought in the Offer (6,980,050) by the total number of Shares validly tendered and not properly withdrawn as of the Expiration Date. The resulting proration factor will be applied to each tendering shareholder's tendered Shares (other than odd-lot holders who tender all of their Shares) to determine the number of Shares to be accepted for payment from such shareholder.

The amended Offer to Purchase includes the following illustrative example of the application of the proration mechanics:

Illustrative Example: Assume that a total of 10,000,000 Shares are validly tendered and not properly withdrawn prior to the Expiration Date. The proration factor would be calculated as follows: 6,980,050 ÷ 10,000,000 = approximately 69.8%. Accordingly, a shareholder who validly tendered 1,000 Shares and did not withdraw such Shares prior to the Expiration Date would have approximately 698 Shares (1,000 × 69.8%) accepted for payment at the Offer Price of $4.01 per Share (representing aggregate consideration of approximately $2,799.98 for such shareholder). The remaining approximately 302 Shares tendered by such shareholder that were not accepted for payment due to proration would be returned to such shareholder promptly following the Expiration Date. Fractional Shares resulting from the application of the proration factor will be rounded down to the nearest whole number of Shares.

Shares not accepted for payment due to proration will be returned promptly to the tendering shareholders (or credited to the appropriate account at The Depository Trust Company, in the case of Shares tendered through book-entry transfer) following the Expiration Date and after the final determination of the proration factor by the depositary. The Filing Persons expect that the proration factor will be determined and publicly announced by AMH LLC within approximately three (3) business days following the Expiration Date.

Treatment of Odd-Lot Holders. In accordance with Rule 14d-8 promulgated under the Exchange Act, odd-lot holders — that is, holders of record of fewer than 100 Shares — who validly tender all of their Shares and do not withdraw such Shares prior to the Expiration Date will not be subject to proration. All Shares validly tendered by qualifying odd-lot holders will be accepted for payment in full at the Offer Price. To qualify for this preferential treatment, an odd-lot holder must: (i) own beneficially or of record fewer than 100 Shares in the aggregate; (ii) tender all Shares owned by such holder; and (iii) complete the section captioned "Odd-Lot Holder Certification" in the Letter of Transmittal (or, in the case of Shares held in book-entry form through The Depository Trust Company, follow the procedures established by The Depository Trust Company for certifying odd-lot status).

Depositary. Continental Fiduciary Services, Inc. has been retained by AMH LLC to serve as depositary for the Offer (the "Depositary"). The Depositary will be responsible for calculating and applying the proration factor and for determining the number of Shares to be accepted for payment from each tendering shareholder. The Depositary's contact information is as follows: Continental Fiduciary Services, Inc., Attn: Lisa Pryor, Vice President, Corporate Actions, 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004, telephone (212) 509-4000.

Withdrawal Rights.

The amended Offer to Purchase provides enhanced disclosure regarding shareholders' withdrawal rights during the offer period, as follows:

Tendering shareholders may withdraw their previously tendered Shares at any time prior to the Expiration Date, as it may be extended from time to time in accordance with the terms of the Offer and applicable law. The right to withdraw tendered Shares extends through and until the Expiration Date, including during any extension of the offer period.

In addition, in accordance with Section 14(d)(5) of the Exchange Act, if AMH LLC has not accepted tendered Shares for payment within sixty (60) days after the date of commencement of the Offer (i.e., by November 7, 2021, calculated as sixty days after the September 8, 2021 commencement date), shareholders may withdraw their previously tendered Shares at any time thereafter until such Shares are accepted for payment by AMH LLC.

To exercise withdrawal rights, a tendering shareholder must deliver a written notice of withdrawal (or a facsimile thereof) to the Depositary, Continental Fiduciary Services, Inc., at the address or facsimile number specified in the Letter of Transmittal, prior to the Expiration Date (or, in the case of withdrawal rights arising under Section 14(d)(5) of the Exchange Act, prior to acceptance of such Shares for payment). The written notice of withdrawal must specify:

(i) the name of the tendering shareholder who tendered the Shares to be withdrawn;

(ii) the number of Shares to be withdrawn;

(iii) the name of the registered holder of the Shares to be withdrawn, if different from the person who tendered such Shares; and

(iv) if the Shares were tendered by means of a book-entry transfer to the Depositary's account at The Depository Trust Company, the name and number of the account at The Depository Trust Company to be credited with the withdrawn Shares and the name of the DTC participant who made the original book-entry delivery.

If Shares have been tendered pursuant to the procedures for book-entry transfer set forth in the Offer to Purchase and the Letter of Transmittal, any notice of withdrawal must also comply with the applicable procedures of The Depository Trust Company. The Depositary will credit withdrawn Shares to the appropriate DTC participant account promptly following receipt of a valid withdrawal notice.

Withdrawal rights extend through any extension of the offer period. If AMH LLC extends the Offer beyond the initial Expiration Date, shareholders who have previously tendered Shares and have not withdrawn such Shares will continue to have the right to withdraw their tendered Shares at any time prior to the extended Expiration Date. Shareholders who have tendered Shares and have not withdrawn them are not required to re-tender their Shares following any extension of the Offer; such previously tendered Shares will remain subject to the Offer unless and until they are validly withdrawn.

The Filing Persons also wish to note that Ridgeway Proxy Advisors LLC has been retained by AMH LLC to serve as information agent for the Offer (the "Information Agent"). The Information Agent is available to answer questions from shareholders regarding the terms of the Offer, including questions regarding proration procedures and the exercise of withdrawal rights. The Information Agent's contact information is as follows: Ridgeway Proxy Advisors LLC, Attn: Martin Cheswick, Senior Managing Director, 105 Madison Avenue, Suite 1200, New York, New York 10016, telephone (212) 297-0720, toll-free (888) 297-0721.

The enhanced proration mechanics and withdrawal rights disclosure has been incorporated into the amended Offer to Purchase (Exhibit (a)(1)(A)) and the amended Letter of Transmittal (Exhibit (a)(1)(B)) filed as part of Amendment No. 1.

Concurrent Filing of Amendment No. 1

As noted above, concurrently with the submission of this response letter, the Filing Persons are filing Amendment No. 1 to the Schedule TO (File No. 005-92847) with the Commission via EDGAR, which incorporates the revised and supplemental disclosures described in the responses set forth above. The following amended and new exhibits are being filed with Amendment No. 1:

• Exhibit (a)(1)(A): Amended and Restated Offer to Purchase, dated October 6, 2021 (superseding the Offer to Purchase dated September 8, 2021, previously filed as Exhibit (a)(1)(A) to the Schedule TO);

• Exhibit (a)(1)(B): Amended and Restated Letter of Transmittal (superseding the Letter of Transmittal previously filed as Exhibit (a)(1)(B) to the Schedule TO); and

• Exhibit (b)(1): Commitment Letter, dated August 20, 2021 (reference CL-2021-MTC-00487), between Brindoval National Bank, N.A., as lender, and Aurelius Media Holdings LLC, as borrower, with Aurelius Global Media Group PLC as guarantor (filed for the first time with Amendment No. 1).

No other changes have been made to the Schedule TO or its exhibits other than as specifically described in this response letter and in Amendment No. 1.

Representations and Acknowledgments

In connection with the foregoing responses, the Filing Persons hereby acknowledge the following:

• The Filing Persons are responsible for the adequacy and accuracy of the disclosures in the Schedule TO, including as amended by Amendment No. 1;

• Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

• The Filing Persons may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We appreciate the Staff's prompt review of the Schedule TO and the constructive nature of the Staff's comments. On behalf of the Filing Persons, Calderwood & Harkness LLP welcomes the opportunity to discuss any of the foregoing responses with the Staff at the Staff's convenience. We are prepared to provide any additional information or supplemental materials that the Staff may require in connection with its review of the Schedule TO and Amendment No. 1.

Please direct any further comments, questions, or correspondence regarding this matter to the undersigned at the address below or by telephone at (212) 558-4117 or by electronic mail at jprentice@calderwoodharkness.com.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

James Prentice, Partner Responsible Partner, Mergers & Acquisitions

On behalf of Aurelius Media Holdings LLC and Aurelius Global Media Group PLC

cc:

Hugh Pemberton, Esq., General Counsel, Aurelius Global Media Group PLC, 44 Lombard Crescent, London EC3V 9BQ, United Kingdom

Rupert Ashford, Head of Corporate Development, Aurelius Global Media Group PLC, 44 Lombard Crescent, London EC3V 9BQ, United Kingdom

Sandra Tung, Esq., Partner, Calderwood & Harkness LLP

Tiffany Rosenthal, Esq., Associate, Calderwood & Harkness LLP

Andrew Fitzpatrick, Esq., Associate, Calderwood & Harkness LLP

Alistair Drummond, Esq., Dunmore Asset Advisors Chambers LLP, 12 King's Bench Walk, London EC4Y 7EL, United Kingdom (UK counsel to Aurelius)

Genevieve Tran, Managing Director, Strathmore Corporation Harcourt Partners, 280 Park Avenue, 18th Floor, New York, New York 10017 (Financial advisor to Aurelius)

CALDERWOOD & HARKNESS LLP Attorneys at Law
787 Seventh Avenue, 42nd Floor New York, New York 10019
Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
October 6, 2021
Matter No. 1011-00002
VIA EDGAR AND Sundial Data Systems
Katherine Wylie, Special Counsel Office of Mergers and Acquisitions Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549
Re: Aurelius Media Holdings LLC and Aurelius Global Media Group PLC Tender Offer Statement on Schedule TO Filed September 8, 2021 File No. 005-92847 Relating to the Tender Offer for Shares of Common Stock of Pinnacle Content Holdings, Inc. (CIK: 0001847263)
Dear Ms. Wylie:
We are writing on behalf of our clients, Aurelius Media Holdings LLC, a Delaware limited liability company ("AMH LLC"), and Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales (registered number 08541276) ("Aurelius" or "AGMG," and together with AMH LLC, the "Filing Persons"), in response to the comments of the Staff (the "Staff") of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the "Commission") set forth in the Staff's letter dated September 22, 2021 (the "Comment Letter"), containing four comments relating to the Tender Offer Statement on Schedule TO filed with the Commission on September 8, 2021 (the "Schedule TO"), by the Filing Persons with respect to the tender offer by AMH LLC to purchase up to 6,980,050 shares of common stock, par value $0.001 per share (the "Shares"), of Pinnacle Content Holdings, Inc., a Delaware corporation ("Pinnacle" or the "Company"), at a purchase price of $4.01 per Share, net to the seller in cash, without interest and subject to any applicable withholding taxes, upon the terms and subject to the conditions described in the Offer to Purchase dated September 8, 2021 (the "Offer to Purchase"), and the related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the "Offer").
Concurrently with the submission of this response letter, the Filing Persons are filing Amendment No. 1 to the Schedule TO ("Amendment No. 1") with the Commission via EDGAR to reflect the revised and supplemental disclosures described in this letter. As part of Amendment No. 1, the Filing Persons are filing amended versions of the Offer to Purchase (Exhibit (a)(1)(A) to the Schedule TO) and the Letter of Transmittal (Exhibit (a)(1)(B) to the Schedule TO), each of which has been revised to incorporate the supplemental disclosures described herein. In addition, the Filing Persons are filing for the first time the commitment letter referred to in the response to Comment 2 below as Exhibit (b)(1) to Amendment No. 1.
Capitalized terms used but not otherwise defined in this letter have the meanings ascribed to them in the Offer to Purchase, as amended. For the convenience of the Staff, each of the Staff's comments from the Comment Letter is reproduced below in *bold italics* and is followed by the corresponding response of the Filing Persons. All references to page numbers are to the pages of the amended Offer to Purchase filed as part of Amendment No. 1, unless otherwise indicated.
Comment 1 — Disclosure Regarding Intent to Seek Board Representation Post-Acquisition
*We note that the Offer to Purchase includes limited disclosure regarding the Filing Persons' plans or proposals with respect to corporate governance at Pinnacle Content Holdings, Inc. following consummation of the tender offer. Please revise the Offer to Purchase to provide enhanced disclosure regarding the Filing Persons' plans or proposals to seek board representation at Pinnacle following consummation of the tender offer, including: (a) the specific number of board seats the Filing Persons intend to seek; (b) any communications between the Filing Persons and Pinnacle's board of directors or management regarding board composition or governance arrangements; and (c) whether the Filing Persons' plans with respect to board representation are contingent upon the level of share ownership achieved in connection with the offer. See Item 4 of Schedule TO and the instructions thereto.*
Response:
The Filing Persons acknowledge the Staff's comment and respectfully advise the Staff that the Offer to Purchase has been revised under "Section 4 — Purpose of the Offer; Plans and Proposals" (beginning at page 18 of the amended Offer to Purchase) to provide enhanced disclosure regarding the Filing Persons' plans and proposals to seek board representation at Pinnacle Content Holdings, Inc. following consummation of the Offer. The following summarizes the substance of the revised disclosure that has been incorporated into the amended Offer to Purchase:
AMH LLC, as the acquisition vehicle and a wholly owned subsidiary of Aurelius Global Media Group PLC, intends to seek representation on the board of directors of Pinnacle Content Holdings, Inc. (Nasdaq: PCHL) following consummation of the Offer. Aurelius's objective is to obtain up to two (2) seats on Pinnacle's nine-member board of directors, which the Filing Persons believe would be commensurate with Aurelius's anticipated ownership position of up to approximately 34.9% of Pinnacle's outstanding Shares (based on 20,000,000 Shares outstanding as reported by Pinnacle in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021, filed with the Commission on August 12, 2021).
In connection with the foregoing, Aurelius has identified Rupert Ashford, Head of Corporate Development at Aurelius Global Media Group PLC, as a potential nominee for election or appointment to the Pinnacle board of directors. Mr. Ashford has served as Head of Corporate Development at Aurelius since 2017 and has over fifteen years of experience in the media and entertainment industry. A second nominee has not yet been identified; however, any such second nominee would be selected from among senior executives of Aurelius or its affiliates with relevant media industry experience and would be identified and disclosed in accordance with applicable requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the Commission promulgated thereunder.
The Filing Persons further disclose that, as of the date of this letter, Aurelius has not entered into any agreement, arrangement, or understanding, whether written or oral, with Pinnacle's board of directors (currently chaired by Franklin Osei) or Pinnacle's management (led by Chief Executive Officer Jordan Cavanaugh) regarding board representation, board composition, or any other governance arrangements at Pinnacle. No discussions of a specific or definitive nature have occurred between the Filing Persons and Pinnacle or any of its directors or officers regarding the composition of Pinnacle's board following completion of the Offer.
The Filing Persons note, however, that prior to the commencement of the Offer on September 8, 2021, Rupert Ashford communicated informally with Jordan Cavanaugh on two occasions — by telephone on July 14, 2021, and in person at the National Association of Broadcasters conference in Las Vegas, Nevada, on August 4, 2021 — regarding the potential benefits of a strategic content partnership between Aurelius and Pinnacle, including opportunities for co-production and content licensing. These discussions were preliminary and exploratory in nature and did not address specific governance arrangements, board representation, or the terms of a potential acquisition of Pinnacle Shares by Aurelius or any of its affiliates.
With respect to the contingent nature of the Filing Persons' board representation plans, the amended Offer to Purchase discloses that if Aurelius acquires fewer Shares than the maximum 6,980,050 Shares sought in the Offer, Aurelius will evaluate the appropriate level of board representation in light of its actual ownership percentage and Pinnacle's prevailing corporate governance framework. In no event does Aurelius intend to seek a majority of seats on the Pinnacle board of directors. Specifically, if Aurelius's post-Offer ownership percentage falls below approximately 20% of the outstanding Shares, Aurelius may seek only a single board seat rather than two seats, although the Filing Persons reserve the right to evaluate the appropriate course of action based on all relevant circumstances at such time.
The Filing Persons further disclose that Aurelius does not currently intend to launch a proxy contest or submit shareholder proposals to obtain board seats at Pinnacle. However, Aurelius expressly reserves all rights to do so in the future if it determines, in its sole discretion, that Pinnacle's board has not acted in the best interests of all shareholders or has unreasonably refused to provide Aurelius with representation commensurate with its ownership position. Any such proxy solicitation would be conducted in compliance with the applicable provisions of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, including Regulation 14A.
The foregoing disclosure has been incorporated into the amended Offer to Purchase filed as Exhibit (a)(1)(A) to Amendment No. 1.
Comment 2 — Clarification of Financing Conditions and Brindoval National Bank Commitment Terms
*We note that the Offer to Purchase states that the offer is subject to a financing condition but provides limited disclosure regarding the material terms of the committed financing. Please revise the Offer to Purchase to clarify the financing condition to the offer, including: (a) the material terms of the committed financing, including the identity of the lender, the amount, interest rate, maturity, and security for the facility; (b) the conditions to the lender's obligation to fund; and (c) the circumstances under which the financing condition could fail to be satisfied and the effect of any such failure on the offer. See Item 7 and Item 10 of Schedule TO. In addition, please file the commitment letter as an exhibit to the Schedule TO. See Item 12(b) of Schedule TO.*
Response:
The Filing Persons acknowledge the Staff's comment and respectfully advise the Staff that the Offer to Purchase has been revised under "Section 7 — Source and Amount of Funds" (beginning at page 28 of the amended Offer to Purchase) and "Section 10 — Conditions of the Offer" (beginning at page 36 of the amended Offer to Purchase) to provide additional detail regarding the committed term loan facility that will be used to finance the Offer. In addition, the commitment letter described below has been filed as Exhibit (b)(1) to Amendment No. 1 in accordance with Item 12(b) of Schedule TO. The following summarizes the substance of the revised and supplemental disclosure:
The Offer is being financed through a committed senior secured term loan facility (the "Credit Facility") provided by Brindoval National Bank, N.A., a national banking association organized under the laws of the United States ("Brindoval"), pursuant to a commitment letter dated August 20, 2021 (reference CL-2021-MTC-00487) (the "Commitment Letter") between Brindoval, as lender, and AMH LLC, as borrower, with Aurelius Global Media Group PLC as guarantor of AMH LLC's obligations thereunder. The material terms of the Credit Facility, as set forth in the Commitment Letter, are summarized below:
Facility Amount. The aggregate principal amount of the Credit Facility is $30,000,000, which exceeds the maximum aggregate purchase price of approximately $28,000,000 that would be payable by AMH LLC if the maximum number of Shares sought in the Offer were tendered and accepted for payment (calculated as 6,980,050 Shares multiplied by the Offer Price of $4.01 per Share, for a maximum aggregate purchase price of $27,989,000.50). The excess availability under the Credit Facility is intended to provide AMH LLC with a cushion to cover transaction costs, fees, and expenses associated with the Offer, including the depositary's fees, the information agent's fees, filing fees, printing costs, legal fees, and other customary expenses.
Interest Rate. Borrowings under the Credit Facility will bear interest at a rate per annum equal to the London Interbank Offered Rate ("LIBOR") for the applicable interest period plus a margin of 3.25%, subject to a LIBOR floor of 0.50% per annum. Interest will be payable quarterly in arrears. In the event that LIBOR ceases to be available or is no longer a representative benchmark rate, the Commitment Letter provides for a transition to an alternative reference rate to be agreed upon between Brindoval and AMH LLC, consistent with then-prevailing market conventions.
Maturity. The Credit Facility will mature three (3) years from the date of initial funding. AMH LLC may prepay amounts outstanding under the Credit Facility at any time without penalty or premium, subject to customary LIBOR breakage costs with respect to prepayments made other than at the end of an interest period.
Security. Obligations under the Credit Facility will be secured by a first-priority perfected pledge of all Shares of Pinnacle common stock acquired by AMH LLC in connection with the Offer. The pledge will be evidenced by a customary pledge agreement to be executed and delivered at closing. In addition, Aurelius Global Media Group PLC will provide an unconditional parent guaranty of all of AMH LLC's obligations under the Credit Facility.
Commitment Expiration. Brindoval's commitment to fund the Credit Facility will expire on December 31, 2021, unless the Credit Facility is funded on or prior to such date. AMH LLC has the option, exercisable upon not less than ten (10) business days' prior written notice to Brindoval, to extend the commitment expiration date by ninety (90) days to March 31, 2022, subject to payment of an extension fee equal to 0.25% of the committed amount ($75,000).
Commitment Fee. AMH LLC has agreed to pay Brindoval a commitment fee of 0.50% per annum on the undrawn portion of the committed amount, payable quarterly in arrears, from the date of the Commitment Letter until the earlier of the funding date and the commitment expiration date. Based on the full $30,000,000 committed amount, the commitment fee is $150,000 per annum (approximately $37,500 per quarter) if no portion of the Credit Facility is drawn.
The Commitment Letter provides that Brindoval's obligation to fund the Credit Facility is subject to the satisfaction or waiver of the following conditions precedent:
(i) AMH LLC shall have commenced the Offer and shall not have withdrawn, terminated, or permitted the Offer to expire without accepting any Shares for payment;
(ii) the minimum tender condition shall have been satisfied, meaning that at least 5,000,000 Shares shall have been validly tendered and not properly withdrawn prior to the expiration of the Offer;
(iii) the representations and warranties of AMH LLC and Aurelius Global Media Group PLC set forth in the Commitment Letter shall be true and correct in all material respects as of the date of funding (or, with respect to representations and warranties that are qualified by materiality, in all respects);
(iv) no material adverse effect shall have occurred with respect to Aurelius Global Media Group PLC, AMH LLC, or Pinnacle Content Holdings, Inc. since the date of the Commitment Letter, where "material adverse effect" is defined in the Commitment Letter consistent with customary acquisition finance market practice and includes, among other things, any event, change, development, or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, assets, financial condition, or results of operations of the applicable entity, subject to customary exclusions for general economic and industry conditions, changes in law, and changes resulting from the announcement or pendency of the Offer;
(v) AMH LLC shall have delivered to Brindoval customary closing certificates (including an officer's certificate certifying the satisfaction of the conditions to funding), secretary's certificates (attesting to the organizational documents of AMH LLC and the resolutions authorizing the transactions), and legal opinions from counsel to AMH LLC (including an enforceability opinion and a security interest opinion); and
(vi) there shall be no legal restraint, injunction, order, or decree issued by any court of competent jurisdiction, or any statute, rule, or regulation enacted or promulgated by any governmental authority, that prohibits, prevents, or materially impairs the funding of the Credit Facility or the consummation of the Offer.
The lead arranger and primary point of contact at Brindoval is Thomas Brierly, Director, Media & Telecom Lending, Brindoval National Bank, N.A., 383 Madison Avenue, New York, New York 10179, telephone (212) 270-6000.
The Filing Persons confirm that the financing condition set forth in "Section 10 — Conditions of the Offer" of the Offer to Purchase operates such that the Offer will not be consummated unless the Brindoval commitment is funded or alternative financing sufficient to pay the aggregate purchase price for all validly tendered Shares accepted for payment by AMH LLC is obtained. If Brindoval fails to fund the Credit Facility for any reason (including as a result of the failure of one or more of the conditions to funding described above), and AMH LLC has not obtained alternative financing on terms reasonably satisfactory to AMH LLC, the Filing Persons will not be obligated to accept for payment, or pay for, any Shares tendered in the Offer, and the Offer may be terminated, extended, or amended in accordance with its terms and applicable law.
The Filing Persons further confirm that Aurelius does not intend to waive the financing condition unless alternative funding sources sufficient to consummate the Offer have been identified and committed on terms reasonably satisfactory to the Filing Persons. The Filing Persons are not aware of any circumstance that would reasonably be expected to cause Brindoval to fail to fund the Credit Facility, and Brindoval has confirmed to AMH LLC that it is prepared to fund the Credit Facility upon satisfaction of the conditions to funding described above.
A summary of the material terms of the Brindoval Commitment Letter has been incorporated into the amended Offer to Purchase filed as Exhibit (a)(1)(A) to Amendment No. 1. The Commitment Letter itself has been filed as Exhibit (b)(1) to Amendment No. 1 in accordance with Item 12(b) of Schedule TO. Certain confidential terms of the Commitment Letter, including fee amounts and pricing grids not material to an understanding of the financing structure, have been omitted from the publicly filed version of the Commitment Letter pursuant to a confidential treatment request submitted concurrently with Amendment No. 1.
Comment 3 — Additional Disclosure Regarding Existing Media Holdings and Hart-Scott-Rodino Implications
*We note that the Offer to Purchase contains limited disclosure regarding the Filing Persons' existing media and entertainment holdings in North America. Please provide supplemental disclosure regarding the Filing Persons' existing media and entertainment holdings in North America that could raise competitive overlap concerns or Hart-Scott-Rodino Act implications in connection with the acquisition of Pinnacle shares. In addition, please disclose the current status of any filing made under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, in connection with the offer, including whether the applicable waiting period has expired or been terminated. See Item 4 of Schedule TO.*
Response:
The Filing Persons acknowledge the Staff's comment and respectfully advise the Staff that the Offer to Purchase has been revised under "Section 4 — Purpose of the Offer; Plans and Proposals" (beginning at page 18 of the amended Offer to Purchase) and a new subsection, "Section 12 — Antitrust Matters" (beginning at page 41 of the amended Offer to Purchase), has been added to provide additional disclosure regarding the Filing Persons' existing media holdings and the status of the Hart-Scott-Rodino filing. The following summarizes the substance of the revised and supplemental disclosure:
Aurelius's Business and North American Media Holdings. Aurelius Global Media Group PLC is a United Kingdom-headquartered diversified media, entertainment, and e-commerce conglomerate listed on the London Stock Exchange (LON: AGMG) with an approximate market capitalization of £2.1 billion as of September 30, 2021. Aurelius's principal executive offices are located at 44 Lombard Crescent, London EC3V 9BQ, United Kingdom. Aurelius's core business encompasses broadcast networks, digital streaming platforms, and a portfolio of content studios operating across Europe and North America. For the fiscal year ended December 31, 2020, Aurelius reported consolidated revenue of approximately £1.48 billion, of which approximately 18% (or approximately £266 million) was attributable to North American operations.
Aurelius's North American media and entertainment holdings consist of the following:
(a) Digital Streaming Platforms. Aurelius, through its wholly owned subsidiary Aurelius Digital Media Inc. (a Delaware corporation), operates two digital streaming platforms in North America: (1) EuroStream, a subscription video-on-demand ("SVOD") platform offering European-language content (including drama, comedy, and documentary programming) distributed in the United States and Canada, with approximately 1.2 million paid subscribers as of June 30, 2021; and (2) CinéVault, an advertising-supported video-on-demand ("AVOD") platform offering classic and art-house European cinema, with approximately 800,000 monthly active users as of June 30, 2021. Both platforms are focused on European-language content and do not produce or license significant volumes of English-language original content.
(b) Production Studios. Aurelius, through its wholly owned subsidiary Aurelius Studios Ltd. (a company organized under the laws of England and Wales), operates three production studios that produce scripted drama, documentary, and reality formats. These studios are primarily focused on producing content for European broadcast networks and streaming platforms, including the Sterling Reach Corporation, Severin Enterprises, Thackeray Group, and Pemberton Enterprises. Aurelius's production studios have limited operations in North America, consisting principally of a small development office in Los Angeles, California, that identifies co-production opportunities with U.S.-based producers and talent.
(c) Content Licensing Division. Aurelius, through its wholly owned subsidiary Aurelius Content Partners LLC (a Delaware limited liability company), operates a content licensing division that licenses Aurelius-owned library content (comprising approximately 4,500 hours of programming) to third-party streaming platforms, broadcast networks, and other distributors worldwide. Aurelius's content licensing activities in North America are focused on licensing European-language and European-origin content to platforms such as Northgate Partners LLC, Dunmore Enterprises, and Dunmore Corporation. Aurelius does not currently license significant volumes of English-language original content produced by third parties.
Pinnacle's Business. Pinnacle Content Holdings, Inc. is an independent production, post-production, and content licensing company headquartered at 2300 Magnolia Boulevard, Suite 1100, Burbank, California 91502. Pinnacle's business is primarily focused on the production and licensing of English-language original content in the United States, including scripted drama, documentary, and unscripted reality formats. For the fiscal year ended December 31, 2020, Pinnacle reported revenue of approximately $112.4 million and earnings before interest, taxes, depreciation, and amortization ("EBITDA") of approximately $14.6 million. Pinnacle's content library comprises approximately 1,800 hours of programming across drama, documentary, and reality formats, the substantial majority of which consists of English-language content produced for the U.S. market.
Competitive Overlap Analysis. The Filing Persons believe that the acquisition of up to approximately 34.9% of Pinnacle's outstanding Shares does not raise significant competitive concerns, given the complementary nature of Aurelius's primarily European-focused production, distribution, and licensing operations and Pinnacle's primarily U.S.-focused independent production and licensing business. There is limited direct competitive overlap between Aurelius's North American operations and Pinnacle's business. Aurelius's North American streaming platforms are focused on European-language content and serve a distinct audience segment from Pinnacle's English-language content production and licensing operations. Moreover, Aurelius's production studios are focused on producing content for European broadcast networks and have limited English-language original content production capabilities in North America. The Filing Persons believe that the combination of Aurelius's global distribution capabilities and Pinnacle's U.S.-focused content library and production capabilities would create meaningful strategic value for both companies and their respective stakeholders.
Hart-Scott-Rodino Act Filing and Status. The Filing Persons filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder by the Federal Trade Commission (the "FTC"), with the FTC and the Antitrust Division of the U.S. Department of Justice (the "DOJ") on August 30, 2021 (HSR Transaction Number 20211892). The applicable filing fee was $45,000, based on the transaction value of approximately $28,000,000 falling within the applicable 2021 HSR Act filing fee threshold band (transaction values of more than $10,000,000 but less than $50,000,000).
The initial thirty (30) calendar day waiting period under the HSR Act was scheduled to expire on September 29, 2021. However, on September 15, 2021, the FTC granted early termination of the HSR Act waiting period with respect to the transaction. No second request for additional information or documentary material was issued by either the FTC or the DOJ in connection with the Filing Persons' HSR Act notification. The grant of early termination indicates that neither the FTC nor the DOJ intends to take further action to investigate or challenge the transaction at this time, although the grant of early termination does not preclude either agency from challenging the transaction in the future.
The satisfaction of the HSR Act requirements constitutes one of the conditions to the Offer set forth in "Section 10 — Conditions of the Offer" of the Offer to Purchase. This condition has been satisfied as a result of the early termination of the HSR Act waiting period on September 15, 2021.
The Filing Persons further confirm that no state antitrust or competition law approvals are required in connection with the Offer based on the Filing Persons' analysis of applicable state antitrust and competition statutes. In addition, no foreign antitrust or competition law approvals (including under the European Union Merger Regulation or the United Kingdom's Enterprise Act 2002) are required in connection with the Offer, as the applicable jurisdictional thresholds for mandatory notification under such laws are not met based on the size and scope of the transaction.
The foregoing disclosure has been incorporated into the amended Offer to Purchase filed as Exhibit (a)(1)(A) to Amendment No. 1.
Comment 4 — Supplemental Disclosure Regarding Proration Mechanics and Withdrawal Rights
*We note that the Offer to Purchase provides limited disclosure regarding the proration procedures applicable if more than 6,980,050 shares of Pinnacle common stock are validly tendered. In addition, the disclosure regarding shareholders' withdrawal rights during the offer period, including following any extension of the offer, could be more clearly presented. Please revise the Offer to Purchase to provide enhanced disclosure regarding: (a) the proration procedures applicable if more than 6,980,050 shares are tendered, including an illustrative example of how proration would apply; (b) the treatment of odd-lot holders; and (c) shareholders' withdrawal rights during the offer period and following any extension of the offer, including the specific procedures for exercising withdrawal rights. See Rule 14d-8 and Section 14(d)(5) of the Exchange Act.*
Response:
The Filing Persons acknowledge the Staff's comment and respectfully advise the Staff that the Offer to Purchase has been revised under "Section 1 — Terms of the Offer" (beginning at page 3 of the amended Offer to Purchase) and "Section 3 — Procedures for Tendering Shares" (beginning at page 10 of the amended Offer to Purchase) to provide supplemental disclosure regarding proration mechanics and withdrawal rights. The Letter of Transmittal (Exhibit (a)(1)(B)) has also been revised to incorporate corresponding disclosure regarding withdrawal procedures. The following summarizes the substance of the revised and supplemental disclosure:
Proration Mechanics.
The amended Offer to Purchase discloses that the Offer is for a maximum of 6,980,050 Shares of Pinnacle common stock, par value $0.001 per share, representing approximately 34.9% of the 20,000,000 Shares of common stock outstanding as of the commencement date of the Offer (based on the number of Shares reported as outstanding in Pinnacle's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021, filed with the Commission on August 12, 2021).
If more than 6,980,050 Shares are validly tendered and not properly withdrawn prior to the Expiration Date (as it may be extended from time to time in accordance with the terms of the Offer and applicable law), AMH LLC will accept Shares for payment on a pro rata basis from all tendering shareholders (other than odd-lot holders who tender all of their Shares, as described below), with appropriate adjustments to avoid purchases of fractional Shares, in accordance with Rule 14d-8 promulgated under the Exchange Act.
The proration factor will be calculated by dividing the maximum number of Shares sought in the Offer (6,980,050) by the total number of Shares validly tendered and not properly withdrawn as of the Expiration Date. The resulting proration factor will be applied to each tendering shareholder's tendered Shares (other than odd-lot holders who tender all of their Shares) to determine the number of Shares to be accepted for payment from such shareholder.
The amended Offer to Purchase includes the following illustrative example of the application of the proration mechanics:
Illustrative Example: Assume that a total of 10,000,000 Shares are validly tendered and not properly withdrawn prior to the Expiration Date. The proration factor would be calculated as follows: 6,980,050 ÷ 10,000,000 = approximately 69.8%. Accordingly, a shareholder who validly tendered 1,000 Shares and did not withdraw such Shares prior to the Expiration Date would have approximately 698 Shares (1,000 × 69.8%) accepted for payment at the Offer Price of $4.01 per Share (representing aggregate consideration of approximately $2,799.98 for such shareholder). The remaining approximately 302 Shares tendered by such shareholder that were not accepted for payment due to proration would be returned to such shareholder promptly following the Expiration Date. Fractional Shares resulting from the application of the proration factor will be rounded down to the nearest whole number of Shares.
Shares not accepted for payment due to proration will be returned promptly to the tendering shareholders (or credited to the appropriate account at The Depository Trust Company, in the case of Shares tendered through book-entry transfer) following the Expiration Date and after the final determination of the proration factor by the depositary. The Filing Persons expect that the proration factor will be determined and publicly announced by AMH LLC within approximately three (3) business days following the Expiration Date.
Treatment of Odd-Lot Holders. In accordance with Rule 14d-8 promulgated under the Exchange Act, odd-lot holders — that is, holders of record of fewer than 100 Shares — who validly tender all of their Shares and do not withdraw such Shares prior to the Expiration Date will not be subject to proration. All Shares validly tendered by qualifying odd-lot holders will be accepted for payment in full at the Offer Price. To qualify for this preferential treatment, an odd-lot holder must: (i) own beneficially or of record fewer than 100 Shares in the aggregate; (ii) tender all Shares owned by such holder; and (iii) complete the section captioned "Odd-Lot Holder Certification" in the Letter of Transmittal (or, in the case of Shares held in book-entry form through The Depository Trust Company, follow the procedures established by The Depository Trust Company for certifying odd-lot status).
Depositary. Continental Fiduciary Services, Inc. has been retained by AMH LLC to serve as depositary for the Offer (the "Depositary"). The Depositary will be responsible for calculating and applying the proration factor and for determining the number of Shares to be accepted for payment from each tendering shareholder. The Depositary's contact information is as follows: Continental Fiduciary Services, Inc., Attn: Lisa Pryor, Vice President, Corporate Actions, 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004, telephone (212) 509-4000.
Withdrawal Rights.
The amended Offer to Purchase provides enhanced disclosure regarding shareholders' withdrawal rights during the offer period, as follows:
Tendering shareholders may withdraw their previously tendered Shares at any time prior to the Expiration Date, as it may be extended from time to time in accordance with the terms of the Offer and applicable law. The right to withdraw tendered Shares extends through and until the Expiration Date, including during any extension of the offer period.
In addition, in accordance with Section 14(d)(5) of the Exchange Act, if AMH LLC has not accepted tendered Shares for payment within sixty (60) days after the date of commencement of the Offer (i.e., by November 7, 2021, calculated as sixty days after the September 8, 2021 commencement date), shareholders may withdraw their previously tendered Shares at any time thereafter until such Shares are accepted for payment by AMH LLC.
To exercise withdrawal rights, a tendering shareholder must deliver a written notice of withdrawal (or a facsimile thereof) to the Depositary, Continental Fiduciary Services, Inc., at the address or facsimile number specified in the Letter of Transmittal, prior to the Expiration Date (or, in the case of withdrawal rights arising under Section 14(d)(5) of the Exchange Act, prior to acceptance of such Shares for payment). The written notice of withdrawal must specify:
(i) the name of the tendering shareholder who tendered the Shares to be withdrawn;
(ii) the number of Shares to be withdrawn;
(iii) the name of the registered holder of the Shares to be withdrawn, if different from the person who tendered such Shares; and
(iv) if the Shares were tendered by means of a book-entry transfer to the Depositary's account at The Depository Trust Company, the name and number of the account at The Depository Trust Company to be credited with the withdrawn Shares and the name of the DTC participant who made the original book-entry delivery.
If Shares have been tendered pursuant to the procedures for book-entry transfer set forth in the Offer to Purchase and the Letter of Transmittal, any notice of withdrawal must also comply with the applicable procedures of The Depository Trust Company. The Depositary will credit withdrawn Shares to the appropriate DTC participant account promptly following receipt of a valid withdrawal notice.
Withdrawal rights extend through any extension of the offer period. If AMH LLC extends the Offer beyond the initial Expiration Date, shareholders who have previously tendered Shares and have not withdrawn such Shares will continue to have the right to withdraw their tendered Shares at any time prior to the extended Expiration Date. Shareholders who have tendered Shares and have not withdrawn them are not required to re-tender their Shares following any extension of the Offer; such previously tendered Shares will remain subject to the Offer unless and until they are validly withdrawn.
The Filing Persons also wish to note that Ridgeway Proxy Advisors LLC has been retained by AMH LLC to serve as information agent for the Offer (the "Information Agent"). The Information Agent is available to answer questions from shareholders regarding the terms of the Offer, including questions regarding proration procedures and the exercise of withdrawal rights. The Information Agent's contact information is as follows: Ridgeway Proxy Advisors LLC, Attn: Martin Cheswick, Senior Managing Director, 105 Madison Avenue, Suite 1200, New York, New York 10016, telephone (212) 297-0720, toll-free (888) 297-0721.
The enhanced proration mechanics and withdrawal rights disclosure has been incorporated into the amended Offer to Purchase (Exhibit (a)(1)(A)) and the amended Letter of Transmittal (Exhibit (a)(1)(B)) filed as part of Amendment No. 1.
Concurrent Filing of Amendment No. 1
As noted above, concurrently with the submission of this response letter, the Filing Persons are filing Amendment No. 1 to the Schedule TO (File No. 005-92847) with the Commission via EDGAR, which incorporates the revised and supplemental disclosures described in the responses set forth above. The following amended and new exhibits are being filed with Amendment No. 1:
•  Exhibit (a)(1)(A): Amended and Restated Offer to Purchase, dated October 6, 2021 (superseding the Offer to Purchase dated September 8, 2021, previously filed as Exhibit (a)(1)(A) to the Schedule TO);
•  Exhibit (a)(1)(B): Amended and Restated Letter of Transmittal (superseding the Letter of Transmittal previously filed as Exhibit (a)(1)(B) to the Schedule TO); and
•  Exhibit (b)(1): Commitment Letter, dated August 20, 2021 (reference CL-2021-MTC-00487), between Brindoval National Bank, N.A., as lender, and Aurelius Media Holdings LLC, as borrower, with Aurelius Global Media Group PLC as guarantor (filed for the first time with Amendment No. 1).
No other changes have been made to the Schedule TO or its exhibits other than as specifically described in this response letter and in Amendment No. 1.
Representations and Acknowledgments
In connection with the foregoing responses, the Filing Persons hereby acknowledge the following:
•  The Filing Persons are responsible for the adequacy and accuracy of the disclosures in the Schedule TO, including as amended by Amendment No. 1;
•  Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and
•  The Filing Persons may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
We appreciate the Staff's prompt review of the Schedule TO and the constructive nature of the Staff's comments. On behalf of the Filing Persons, Calderwood & Harkness LLP welcomes the opportunity to discuss any of the foregoing responses with the Staff at the Staff's convenience. We are prepared to provide any additional information or supplemental materials that the Staff may require in connection with its review of the Schedule TO and Amendment No. 1.
Please direct any further comments, questions, or correspondence regarding this matter to the undersigned at the address below or by telephone at (212) 558-4117 or by electronic mail at jprentice@calderwoodharkness.com.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
James Prentice, Partner Responsible Partner, Mergers & Acquisitions
On behalf of Aurelius Media Holdings LLC and Aurelius Global Media Group PLC
cc:
Hugh Pemberton, Esq., General Counsel, Aurelius Global Media Group PLC, 44 Lombard Crescent, London EC3V 9BQ, United Kingdom
Rupert Ashford, Head of Corporate Development, Aurelius Global Media Group PLC, 44 Lombard Crescent, London EC3V 9BQ, United Kingdom
Sandra Tung, Esq., Partner, Calderwood & Harkness LLP
Tiffany Rosenthal, Esq., Associate, Calderwood & Harkness LLP
Andrew Fitzpatrick, Esq., Associate, Calderwood & Harkness LLP
Alistair Drummond, Esq., Dunmore Asset Advisors Chambers LLP, 12 King's Bench Walk, London EC4Y 7EL, United Kingdom (UK counsel to Aurelius)
Genevieve Tran, Managing Director, Strathmore Corporation Harcourt Partners, 280 Park Avenue, 18th Floor, New York, New York 10017 (Financial advisor to Aurelius)

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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