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30 ROCKEFELLER PLAZA NEW YORK, NEW YORK 10112-4498
TEL +1 212.408.2500 FAX +1 212.408.2501 BakerBotts.com |
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ABU DHABI AUSTIN BEIJING BRUSSELS DALLAS DUBAI HONG KONG |
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HOUSTON LONDON MOSCOW NEW YORK PALO ALTO RIYADH WASHINGTON |
October 19, 2012
Via EDGAR transmission
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3561
Re: Liberty Spinco, Inc.
Registration Statement on Form 10
Dear Sir or Madam:
On behalf of our client, Liberty Spinco, Inc. (Spinco), a wholly owned subsidiary of Liberty Media Corporation (LMC), on October 18, 2012, we transmitted for electronic filing Spincos Registration Statement on Form 10, relating to the registration of Spincos Series A common stock and Series B common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the Form 10), in connection with LMCs contemplated spin-off of Spinco (the Spin-Off).
The Spin-Off will be effected by means of a dividend to holders of LMCs Series A Liberty Capital common stock and Series B Liberty Capital common stock. If all conditions to the Spin-Off are satisfied or waived by the board of directors of LMC (in its sole discretion), at 5:00 p.m., New York City time, on a date to be determined by the board of directors of LMC (the distribution date), (i) for each whole share of LMCs Series A Liberty Capital common stock held on a record date and time to be determined by the board of directors of LMC (the record date), such holder will receive one share of Spincos Series A common stock and, (ii) for each whole share of LMCs Series B Liberty Capital common stock held on the record date, such holder will receive one share of Spincos Series B common stock. More information concerning the Spin-Off and the businesses and assets (as well as any related liabilities) of Spinco following the Spin-Off can be found in the Information Statement included as Exhibit 99.1 to the Form 10.
Should any questions arise with respect to this filing, please contact the undersigned at Tel: (212) 408-2575, Fax: (212) 259-2575.
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Very truly yours, |
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/s/ Katherine C. Jewell |
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Katherine C. Jewell |
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Liberty Spinco, Inc. Pamela L. Coe |
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Liberty Media Corporation Charles Y. Tanabe |
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KPMG LLP H. Michael Keys |