OUTFRONT Media Inc. OUT

Please tell us how the adjustments you have included to calculate your REIT-adjusted measures comply with Item 10(e) of Regulation S-K.

In a discussion with Mr. Eric McPhee, a member of the Staff, on May 12, we understand that this comment is focused on certain adjustments that impact the 2013 non-GAAP measures, Adjusted OIBDA, FFO and AFFO, and that relate to the 2014 capital structure and formation activities resulting in the Company becoming a stand-alone public company.

The Company advises the Staff that these adjustments impacted Adjusted OIBDA, FFO and AFFO, so as to present these non-GAAP performance measures on a REIT-comparable basis, as follows:

•

Adjusted OIBDA - adjusting 2013 to include the incremental costs

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associated with operating as a stand-alone public company, which were incurred in 2014.

FFO and AFFO – (1) adjusting 2013 to include the incremental costs associated with operating as a stand-alone public company; (2) adjusting 2013 to include interest expense, which was incurred in 2014, relating to our formation borrowings in January 2014: (3) adjusting 2013 for the lender commitment fees in connection with the acquisition of certain outdoor advertising businesses of Van Wagner (the “Acquisition”); and

(4) adjusting 2013 to include the amortization of deferred financing costs incurred in 2014 relating to items (2) and (3) above.

The Company believes that these REIT-comparable basis adjustments comply with Item 10(e) of Regulation S-K for the following reasons:

The REIT-comparable basis non-GAAP performance measure is reconciled back to the corresponding GAAP measures of operating income and net income in the reconciliation table beginning on page 41 of the Form 10-K. These

GAAP measures are shown with equal or greater prominence as REIT-comparable basis.

The Company discloses the reasons why management believes the presentation of REIT-comparable basis provides useful information to investors regarding its results of operations in the “Key Performance

Indicators” section beginning on page 38 of the Form 10-K.

The Company does not present any prohibited adjustments under Item 10(e) of Regulation S-K. For example, the Company does not present REIT-comparable basis as a non-GAAP liquidity measure, adjustments related to

REIT-comparable basis do not eliminate or smooth items identified as non-recurring, infrequent or unusual when the nature of the charge or gain is such that it is reasonably likely to recur within two years or there was a similar charge or gain within the prior two years, and the title and description “REIT-comparable basis” is not confusingly similar to the title or description used for GAAP financial measures.

The incremental costs associated with operating as a stand-alone public company were significant in 2014, and resulted from a series of major public company formation events, namely the Company’s corporate reorganization and formation borrowings in January 2014, initial public offering in April 2014 and eventual split-off from CBS Corporation (“CBS”) in July 2014. In order to become a truly independent company from CBS, the Company had to build capabilities and functions to replace those previously performed by CBS. This entailed hiring new employees and thirdparty resources with the necessary experience to provide the appropriate governance and operating functions needed in areas like accounting, financial reporting, legal, income taxes, investor relations, treasury and cash management, information technology, human resources, and internal audit. The development of these capabilities commenced in late 2013 and significantly increased in 2014 to enable the Company to become self-sufficient by the time of the split-off from CBS in July 2014. While expenses relating to these items are recurring expenses, they represent a very significant change in the Company’s business capabilities and operating performance between 2013 and 2014, due to the Company becoming a stand-alone public company in 2014.

The interest expense and amortization of deferred financing costs were also significant in 2014, and resulted from the $1.6 billion of borrowings in January 2014 used to finance the Company’s reorganization and split-off from CBS. While expenses relating to these items are recurring expenses, they represent a very significant change in the capital structure costs between 2013 and 2014, due to the Company becoming a stand-alone public company.

In addition, the Company adjusted for interest expense, as well as the amortization of deferred financing costs, related to the lender commitment in connection with the Acquisition. This was a one-time non-recurring matter. The Company financed the Acquisition with cash and proceeds from the issuance of senior notes in October 2014, and did not utilize the bridge term loan facility. The Company did not make an adjustment for the financing costs regarding the October 2014 senior notes issuance as they are normal recurring charges and were not part of the formation activities.

The Company believes that reflecting the amounts for incremental stand-alone costs, formation borrowings interest expense and lender commitment fees, as well as the amortization of deferred financing costs related to both the formation borrowings and Acquisition commitment fees in 2013, provides the most transparent view of the

Company’s underlying operating performance when comparing 2013 to 2014. The Company also believes that these formation activities were so significant in 2014 that to not reflect them as adjustments to 2013 would inappropriately present to the reader a reduction in Adjusted OIBDA, FFO and AFFO from 2013 to 2014. Furthermore, since the costs incurred in 2014 that relate to incremental stand-alone costs and formation borrowings interest expenses are ongoing and recurring, the Company believes making such adjustments in 2014 would not be appropriate to achieve the purposes of Item 10(e) of Regulation S-K. Please note that we expect that these adjustments will not be necessary in periods after 2015 as we reach a point whereby all periods presented will include these recurring costs.

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In future filings, please revise the presentation of your summary of real estate activities to separately present information on your capitalized costs broken out by 1) new investments, 2) redevelopments, 3) recurring capex, and 4) land acquisitions (i.e. ground lease purchases).

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In responding to our comments, please provide a written statement from the company acknowledging that:  the company is responsible for the adequacy and accuracy of the disclosure in the filing;  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 company 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.

In response to the Staff’s comment, the Company hereby confirms that it will revise its presentation of its summary of real estate activities to separately present information on its “additions for construction of/improvements to structures” to be broken out as requested in future filings.

In addition, the Company hereby acknowledges that:

It is responsible for the adequacy and accuracy of the disclosure in the filing;

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 Company may

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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 hope that the foregoing has been responsive to the Staff’s comments.

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In your next amended filing, please identify the lead underwriter or provide us with a full explanation of why the information cannot be included. Please note that, based upon the facts of your response, we may defer further review of the filing.

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To the extent applicable, also revise your disclosure on page 139 under “relationships with underwriters” to identify each underwriter which has a material relationship with you and state the nature of the relationship.

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Please provide us with support for those quantitative and qualitative business and industry data used throughout the prospectus. Clearly mark the specific language in the supporting materials. Please note that the material is being provided pursuant to Rule 418 of the Securities Act of 1933 and that such material should be returned to the registrant upon completion of the staff review process.

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We note your disclosure on page 2 that a significant number of your billboards are “legal nonconforming” billboards. Please revise to quantify the number or percentage. In addition, if these billboards are concentrated geographically, please revise to disclose.

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Please tell us what the “average cost per thousand impressions” means and clarify what it measures.

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Please expand, where applicable, your discussion on how you intend to get cost efficiencies through “restructured land leases.”

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Please revise to provide the interest rate of the CBS Note or advise. Refer to Instruction 4 of Regulation S-K.

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Please tell us whether you believe that your historical combined consolidated statements of operations and cash flow data and your unaudited pro forma condensed combined consolidated statements of operations provide investors a reasonable basis to evaluate your ability to cover the estimated dividend.

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We note, for example, the disclosure in the risk factors section cautioning investors that such financial information may not be indicative of stand-alone or future results. We may have further comments.

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Please revise your filing to present an additional line item for your net tangible book value per share prior to the formation transactions.

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The disclosure suggests that you predominantly view FFO and Adjusted FFO as liquidity measures. If so, please revise to reconcile each to net cash flow provided by operating activities in accordance with Item 10(e) of Regulation S-K. To the extent you believe the measures are predominantly performance measures, please revise the disclosure regarding the usefulness of the measures to reflect this view.

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Please revise your filing to present the pro forma statements of operations as if the offering and related events had occurred at the beginning of the fiscal year presented and carried forward through the interim period presented. Notes to the Unaudited Pro Forma Condensed Combined Consolidated Financial Statements, 3) Interest Expense, page 51

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We note you intend to provide sensitivity information regarding a 1% increase in the interest rate on your Formation Borrowing. Please revise to provide a 1/8% variance instead. 4) Provision for Income Tax, page 52

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Please disclose how management calculated the blended statutory tax rates. 5) Other, page 52

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On page 77, you disclose that, prior to the completion of this offering, you will enter into various agreements to govern your relationship with CBS. Please tell us if these various agreements are the transition services agreements you are referring to in note 5.

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To the extent that these are the same agreements, please tell us how you determined it was not necessary to include a pro forma adjustment for these agreements. Please refer to Article 11 of Regulation S-X.

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We note your disclosure that “comparable revenues is adjusted to exclude revenues attributable to any billboards or transit agreements which were not in place for both periods in their entirety, as a result of acquisitions, new agreements, divestitures, and nonrenewals.” Please tell us how you have accounted for the conversion of traditional billboards to digital billboards in your same store analysis.

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Please provide more detailed disclosure on the drivers of the period over period decline in cash provided by operating activities.

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Please tell us if you capitalized personnel costs to your property and equipment or to direct lease acquisition costs. To the extent material, please separately quantify and disclose personnel costs capitalized to property and equipment or direct lease acquisition costs for all periods presented and discuss fluctuations in capitalized personnel costs for all periods presented within your MD&A.

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Please tell us what consideration you gave to providing more detail regarding your municipal contracts, including revenues derived from significant contracts and significant contract expiration dates.

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Please revise your disclosure to discuss the costs of converting traditional billboards to digital billboards and the increased expenses, if any, of operating and maintaining the digital billboards.

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Please revise to provide a brief summary of the term of each separation-related agreement.

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To the extent that any relevant terms of the Formation Borrowing or the Revolving Credit Facility are known although not finalized, please provide such material terms including related interest rates, maturity dates, collateral requirements (if any), and any other material terms.

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Please tell us the status of the three IRS private letter requests or advise.

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We note your disclosure that it is not currently certain how CBS will dispose of all the shares of your common stock that it will indirectly own upon the completion of the offering. To the extent you believe that CBS will undertake a distribution of the shares, including through open-market sales, pursuant to an exemption to the registration requirements of the Securities Act, please provide us an analysis

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demonstrating the basis for such exemption.

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Please tell us how management determined that Net (gain) loss on dispositions and any related revenue and expenses from the billboards that were sold is related to continuing operations. Please refer to ASC 205-20. Notes to Interim Combined Consolidated Financial Statements, page F-9 1) Description of Business and Basis of Presentation, page F-9

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Please revise your financial statement footnotes to disclose that you have “been advised by the IRS that the IRS has decided to study the current legal standards it uses to define “real estate” for purposes of the REIT provisions of the Code” as you have disclosed in your risk factor on page 27.

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Please disclose how management determines and/or calculated “relative benefit” in determining the allocation of centralized corporate expenses.

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You disclose that you expense maintenance costs. However, throughout your filing you identify certain capital expenditures as maintenance. Please tell us the nature of these capital expenditures and tell us how you determined it was appropriate to capitalize these expenditures.

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Please revise your policy note to separately present your policy for business combinations and your policy for asset acquisitions.

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We understand it is impracticable to compile initial cost and cost capitalized subsequent to acquisition on a historical basis. Please confirm that you will provide this disclosure for each year subsequent to the formation transactions. This disclosure should provide capitalized costs disaggregated by initial cost for land, initial cost for building/structures, and cost capitalized subsequent to acquisition.

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Please refer to Rule 12-28 of Regulation S-X.

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Please tell us why you have not listed the CBS Note as an exhibit to the registration statement.

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We note that you will be filing certain exhibits by amendment. If you are not in a position to file the legal and tax opinions with the next amendment, please provide us with draft copies for our review.

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We note the exhibit list includes “form of” agreements. Please advise us if you do not intend on filing final, executed agreements prior to effectiveness of the registration statement. Please be advised that to the extent you are unable to file final and executed form as exhibits, they may not be subsequently incorporated by reference.

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We note your response to our prior comment 16. Based on your response and your reference to your disclosures on pages 60 and 65, it appears that the amount of personnel costs capitalized to direct lease acquisition costs may be approximately $30 million for each year presented.

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Based upon the information provided for direct lease acquisition costs, it appears that these amounts are material to your financial statements taken as a whole and the amounts capitalized need to be disclosed. Please revise your filing to separately quantify and disclose personnel costs capitalized to direct lease acquisition costs for all periods presented within your MD&A. Additionally, please tell us the amount of personnel costs capitalized to property and equipment. We many have further comment on personnel costs capitalized to property and equipment.

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We note your response to comment 17. Please provide additional analysis related to the significance of contracts with New York City, including the MTA contract. Please tell us the number of contracts, the expiration dates, whether the agreements provide exclusivity rights, the nature of the fee structures (fixed or otherwise) and the percentage of U.S. segment revenues each represent. We may have further comment.

No reply letter found.

Please revise the lead-in section to better explain why such a detailed description of the compensation philosophy of CBS is relevant to an investor in CBS Outdoors.

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We note you have removed the balance sheet for CBS Outdoor Americas Inc. Please revise your filing to include the audited balance sheet, or advise us why you have determined it is not necessary to include this balance sheet. Please refer to Article 3 of Regulation S-X.

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We note your response to comment four. Please revise your filing to state that the reorganization transactions will occur before or at effectiveness, as opposed to prior to completion of the offering. Please apply this comment to the applicable language throughout your filing, including, but not limited to, note 1 within your interim and annual financial statements

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We note your revisions to your filing. Please specifically disclose the amount of net proceeds that will be paid to a wholly owned subsidiary of CBS and specifically disclose the amount of remaining net proceeds that will be used for corporate purchase and ongoing cash needs.

In response to the Staff’s comment, the Company intends to revise the disclosure under “Use of Proceeds” and elsewhere throughout the Registration Statement as appropriate as follows. The language on page 45 will be revised as set forth below:

We estimate that we will receive net proceeds from this offering of $ , or approximately $ , or approximately $ if the underwriters exercise their option to purchase additional shares in full, in each case based on the midpoint of the price range set forth on the front cover of this prospectus and after deducting the underwriting discounts and

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commissions and other estimated expenses of this offering. related to this offering. Pursuant to the CBS Reorganization Transactions, we will transfer to a wholly owned subsidiary of CBS an amount (which we refer to as the “Transferred Offering Proceeds”) equal to the net proceeds of this offering less an amount, as determined by CBS, equal to the estimated cash portion of the Purging Distribution(s). We estimate that the Transferred Offering Proceeds will be approximately $ , or approximately $ if the underwriters exercise their option to purchase additional shares in full, in each case based on the midpoint of the price range set forth on the front cover of this prospectus.

Prior to the effectiveness of this registration statement, we expect to incur approximately In addition, in connection with the Formation Borrowings, we incurred $1.6 billion of indebtedness through the Formation

Borrowings. We expect that the net proceeds from the Formation Borrowings and from this offering will primarily be paid to a, from which we received net proceeds of

$ after deducting bank fees, discounts and commissions incurred in connection therewith. Pursuant to the completion of the CBS Reorganization Transactions, we will transfer to the same wholly owned subsidiary of CBS an amount (which we refer to as the “Transferred Borrowing Proceeds”) which is equal to the net proceeds of the Formation Borrowings less $50 million, which amount will remain with us to use for corporate purposes and ongoing cash needs, as described below.

We will pay the Transferred Borrowing

Proceeds (prior to the effectiveness of the registration statement of which this prospectus forms a part) and the Transferred Offering Proceeds (following the consummation of this offering) to such wholly owned subsidiary of CBS in consideration (together with shares of CBS Outdoor Americas Inc. common stock) in consideration for the contribution of the entities comprising CBS’s Outdoor Americas operating segment to us pursuant to the CBS Reorganization Transactions. We expect to transfer such portion of the net proceeds from After making these payments, we expect that we will have retained an amount equal to approximately $ , which will include the amounts retained by us from the proceeds of the Formation Borrowings prior to the effectiveness of this registration statement and to transfer such portion of the net proceeds from this offering after the completion of this offering. We intend to use the remaining net proceeds from the Formation Borrowings and from this offering not used for such payments pursuant to the CBS Reorganization Transactions and this offering, as described above, which we will use for corporate purposes and ongoing cash needs, and which we believe will provide us with sufficient liquidity to pay the cash portion of any Purging Distribution(s). See “Formation Transactions.”

If if CBS completes the Separation by means of the split-off and we elect and qualify to be taxed as a REIT for U.S. federal income tax purposes, we intend to use a portion of the remaining net proceeds from the Formation Borrowings and this offering to pay the cash component. Following the final payment of the Purging Distribution(s). See, if any, we will pay to CBS, or CBS will pay to us, as applicable, the difference between the actual cash portion of the Purging Distribution(s) and the estimated cash portion of the Purging Distribution(s) that was retained by us as described above.

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Please revise your filing to explicitly disclose that this section does not reflect the impact of the Purging Distribution(s), as the impact cannot be determined. This comment also applies to the Unaudited Pro Forma Condensed Combined Consolidated Financial Statements beginning on page 54.

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CBS Outdoor Americas Audited Combined Consolidated Financial Statements, page F-15 Notes to Combined Consolidated Financial Statements, page F-21 2) Summary of Significant Accounting Policies, page F-22

In response to the

Staff’s comment, the Company intends to revise the disclosure under “Dilution” by adding a new paragraph as the last paragraph on page 50 as follows:

The above tables and discussion do not reflect the disposition of the remaining shares of common stock to be held by CBS after the completion of this offering, the intended REIT election after the Separation or the impact of the Purging Distribution(s), which cannot be determined at this time.

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However, the above tables and discussion reflect the portion of the net proceeds of this offering that will be retained by us, which is determined based on CBS’s current estimation of the cash portion of the Purging Distribution(s). See “Use of Proceeds” and “The

Separation.”

In addition, in response to the Staff’s comment, the Company intends to revise the disclosure under

“Unaudited Pro Forma Condensed Combined Consolidated Financial Statements” by revising the last two sentences of the second paragraph on page 54 as follows:

No pro forma adjustments have been made with regard to the disposition of the remaining shares of common stock to be held by CBS after the completion of this offering or, the intended REIT election after the Separation or the impact of the Purging

Distribution(s), which cannot be determined at this time. However, the unaudited pro forma condensed combined consolidated financial statements reflect the portion of the net proceeds of this offering that will be retained by us, which is determined based on CBS’s current estimation of the cash portion of the Purging Distribution(s). See “Use of Proceeds” and

“The Separation.”

CBS Outdoor Americas Audited Combined Consolidated Financial Statements, page F-15

Notes to Combined Consolidated Financial Statements, page F-21

2) Summary of Significant Accounting Policies, page F-22

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We note your revised disclosure on page 2 that a substantial number of leases allow you to abate rent and/or terminate the lease agreement in certain circumstances. Please tell us how you considered this clause in your determination of the lease term and the minimum lease payments.

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Further, we note your revision to your filing on page F-37 that the table excludes cancellable leases; please tell us how you determined these leases are cancellable. Additionally, tell us whether or not the leases discussed on page 2 are included in these cancellable leases referred to on page F-37. Within your response, please reference the authoritative accounting literature management relied upon. We may have further comment.

As described on page 2 of Amendment No. 3, the Company has a substantial number of lease agreements that, under certain circumstances, allow the Company to abate rent and/or terminate the lease. The Company evaluates contract termination provisions to determine if a lease is cancellable in accordance with ASC 840-20, which states that a lease is considered non-cancellable, if it is cancellable only:

a.

Upon the occurrence of some remote contingency;

b.

With the permission of the lessor;

c.

If the lessee enters into a new lease with the same lessor; or d.

If the lessee incurs a penalty

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in such amount that continuation of the lease appears, at inception, reasonably assured.

A number of the leases referenced on page 2 of Amendment No. 3 allow the Company to terminate the lease agreement in situations such as where the structure is obstructed or there is a change in traffic flow. The Company treats these leases as non-cancellable leases, and, in accordance with ASC 840-20-25-1, the Company recognizes the minimum lease payments on these non-cancellable leases evenly over the entire lease term. In addition, leases that include a provision that could allow the Company to abate rent are also treated as non-cancellable and accordingly, the Company does not consider the impact of any abatement of rent in their minimum lease commitments until they are definitely negotiated with the lessor. On the other hand, as described on page 2 of Amendment No. 3, a portion of the Company’s lease agreements allow the Company to terminate the lease without the permission of the lessor, without the incurrence of a direct or indirect penalty and without entering into a new lease, when the economic value of a sign structure in that location is impaired or diminished, which the Company does not consider to be a remote contingency. The Company treats such leases as cancellable (as disclosed on page F-37 of Amendment No. 3) and expenses the related lease payments on a monthly basis.

We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (212) 403-1314 or by email at deshapiro@wlrk.com.

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We note that your prospectus contains a large number of defined terms that you created solely for use in this prospectus. Please revise your prospectus to eliminate your over reliance on defined terms. If a defined term must be included, please define such term when first used in the prospectus. Please refer to Rule 421(b) of Regulation C.

In response to the Staff’s comment, the Company included revised disclosure on page of 50 of Amendment No. 6.

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We note your revised disclosure on page 134 in regards to the aggregate consideration to be paid to CBS. In this section or the Formation Transactions section, please describe in greater detail how the consideration was or will be determined.

The Company supplementally advises the Staff that it excluded the conversion of stock options from its calculation of weighted-average diluted shares outstanding on a pro forma basis because such conversion will not take place until the completion of the Separation. The Company anticipates the Separation will occur several months following the completion of this offering, and the Company has not included any Separation-related events in the pro forma financial statements.

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Further, because the conversion of such stock options will be made to preserve their intrinsic value at the time of the Separation, the

Company is unable to quantify the effect of such conversion for purposes of the pro forma financial information.

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Please revise to include an organizational chart that reflects your ownership structure before and after the formation transactions.

The Company respectfully submits that it believes that the pro forma earnings per share data is required pursuant to the

Codification of Staff Accounting Bulletins Topic 1.B.3 and Section 3420 of the Division of Corporation Finance’s Financial Reporting Manual (the “FRM”) for the reasons that:

(1) The majority of the proceeds from this offering, in addition to the Transferred Borrowing Proceeds, will be transferred to the

Company’s parent and will not be available to benefit the Company; and

(2) These transferred proceeds exceeded the most recent twelve month’s earnings.

In addition, the

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Company is aware of examples of similar transactions in which such disclosure was provided on the face of the financial statements based on this guidance, including in the registration statement for the initial public offering of The WhiteWave Foods Company (Registration No. 333-183112) as part of its separation from its parent Dean

Foods Company.

On this basis, the Company revised disclosure on pages F-3, F-5 and F-28 of Amendment No. 6.

For purposes of determining the number of shares outstanding for the pro forma earning per share data, the Company undertook the following analysis in accordance with Section 3240 of the FRM.

In millions, except per share amounts

Estimated Offering proceeds to be transferred to Parent

$

415.7

(a)

Debt proceeds transferred to Parent

1,520.0

(b)

Total estimated proceeds to be transferred to Parent

1,935.7

Earnings for year ended 12/31/13

143.5

(c)

Total estimated proceeds to be transferred to Parent in excess of earnings

1,792.2

Per share Offering price based on mid-point of range

27.0

Calculated shares whose proceeds would be necessary to pay transferred proceeds in excess of current year earnings

($1,792.2 /$27.0 per share)

66.4 shares

Total number of shares to be issued in the offering

23.0

Maximum shares added to the denominator for Pro Forma EPS in accordance with FRM 3420.2 shares (d)

Historical shares outstanding

97.0

Total weighted average shares outstanding for Pro Forma EPS

120.0

Estimated proceeds to be transferred based on pricing at the mid-point of the range

Actual proceeds transferred in January 2014

Use of actual earnings for the last twelve months ended February 28, 2014 would not result in a change in the calculated maximum number of shares to be added to the denominator for Pro Forma EPS.

(d)

Since the 66.4 of calculated shares exceeds the 23.0 shares to be issued in the Offering, in accordance with

FRM 3420.2, the 23.0 shares are added to the denominator for Pro Forma

EPS.

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We note your responses to our prior comments one and two and your revisions to your filing. Please further revise the Use of Proceeds, Dilution, and introduction to the Pro Forma financial information to explicitly disclose the amount of the estimated cash and share portions of the Purging Distribution(s) or disclose why you are unable to do so.

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Please clarify if the proceeds from the offering will be used to discharge any debt incurred by you, including the formation borrowings. If so, please revise to provide the information required by Instruction 4 to Item 504 of Regulation S-K.

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We note your disclosure in the third paragraph in this section. Please confirm that the shares of common stock of CBS Outdoor Americas Inc. to be issued to the wholly owned subsidiary are the same securities to be issued under the exemption of Section 4(a)(2) of the Securities Act as described in Part II of the registration statement.

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We note your response to our prior comment two. Your revisions to the introduction to your Pro Forma financial information are not consistent with your response; specifically, you have not disclosed that these statements reflect the portion of the net proceeds that will be retained by you, which is determined based on the estimated cash portion of the Purging Distribution. Please revise or advise.

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Notes to the Unaudited Pro Forma Condensed Combined Consolidated Financial Statements, 4) Provision for Income Tax, page 60

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We note your disclosure that your effective tax rates are 41.7% and 41.4%. These tax rates do not appear to be consistent with the amounts in your pro forma column on your Unaudited Pro Forma Condensed Combined Consolidated Statements of Operations. Please advise or revise.

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We note that a number of exhibits are yet to be filed. Please file all exhibits as promptly as possible. We will review the exhibits prior to granting effectiveness of the registration statement and may have further comments after our review.

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