SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

March 16, 2011
  Mr. Mark D. Ein Chief Executive Officer Capitol Acquisition Corp. II 509 7
th Street, N.W.
Washington, D.C. 20004
Re: Capitol Acquisition Corp. II
Registration Statement on Form S-1 Filed February 15, 2011
  File No. 333-172295

Dear Mr. Ein:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

1. Please provide us with copies of any graphi cs, maps, photographs, and related captions or
other artwork including logos th at you intend to use in the pr ospectus.  All graphics and
pictorial representations should not be included in any prelim inary prospectus distributed
to prospective investors prior to our review.

2. We note that you intend to conduct an issuer  tender offer as part of any business
combination, if shareholder approval is not re quired.  Please revise to  clarify if you must
structure your tender offer to allow any shar eholder wishing to te nder 100% of his/her
shares the ability to do so and receive th e full tendered amount if a combination is
consummated.  If not, please revise to di scuss the possibility where you may only be
required to purchase a pro rata portion of the shares  tendered from your shareholders.

Mark D. Ein, Chief Executive Officer
Capitol Acquisition Corp. II
March 16, 2011
Page 2
Prospectus Cover Page
 3. Please revise to ensure that the font used here  is at least 10 point type and that the cover
page is one page in length.  Consider revi sing to limit this page to information required
by Item 501 of Regulation S-K.  Please refer to Rule 420 of Regulation C.

Prospectus Summary, page 1

 4. We note that your summary is 19 pages long and that you currently repeat, often word-
for-word, much information in your summary s ection that appears in  other parts of the
summary section or in the body of the prospe ctus.  Please revise to limit your summary
section to a summarization of those aspects of the offering that are the most significant,
highlight those points in clea r, plain language, and eliminate repetitive disclosure.
 5. Please revise to remove the prior performance disclosure included on pages 1 and 2
discussing the “total return” and comparing th e return of Capitol I to the S&P 500 from
this summary section.  To the extent you would wish to retain this disclosure elsewhere,
please provide the appropriate calculation used to substantiate the claims and the sources
for the disclosure.
 6. In connection with your disclosu re concerning Capitol I, please  revise to clarify that the
“business combination” was completed with  a shell company with no operating history
and that the terms of the tran saction did not comply with th e guidelines established in its
IPO prospectus.  Briefly disc uss here and elaborate later on the additional purchases of
Capitol I’s shares that were made in order to  obtain approval.  Als o, clarify if you believe
you may deviate from your guidelines here as Mr. Ein previously di d while controlling
Capitol I.
 7. We note your purpose to engage in a busine ss combination with a “target business.”
Please revise to clarify if the target busi ness has to be an operating company.  If not,
clarify the possibility that the target busine ss could be with a shell, which would prevent
shareholders from evaluating any historical operations in making their decision to tender
or vote for the transaction.  In such situati on, please also clarify that your criteria and
guidelines would be irrelevant if you t ook a similar path as Capitol I.
 Use of Proceeds, page 39

8. Please revise to indicate whether there would be any limit on the amount of expenses that
may be reimbursed to your management or their affiliates.
 Dilution, page 43

 9. In your calculation of pro forma net tangible book value after the offe ring, please address
the following:

Mark D. Ein, Chief Executive Officer
Capitol Acquisition Corp. II
March 16, 2011
Page 3
 Your calculation of pro forma net tangi ble book value after the offering includes
deferred offering costs.  Explain to us why it is appropriate to include this amount in
net tangible book value after the offering but exclude it from the net tangible book
value before the offering.
 Provide to us your analysis determin ing that 16,693,750 units are subject to
conversion/tender.  We are unsure why th e full amount of shares offered are not
subject to conversion/tender.
 Management’s Discussion and Analysis of Fina ncial Condition and Results of Operation, page
46
 Liquidity and Capital Resources, page 46

 10. We note your disclosure on page 47 wher e you state that you may use debt as
consideration to consummate your initial  business combination or because you are
obligated to redeem a significant number of your public shares upon consummation of
your initial business combinati on. Please revise your disclosu re to describe your policy
with respect to how much debt you may incu r, including your maximum debt leverage
ratio.
 Proposed Business, page 49

11. On page 35, you disclose that you are not requ ired to obtain a fairness opinion from an
independent source unless the target is relate d to your officers, di rectors or sponsors.
Please revise to clarify if you will determine th e fair market value of the target(s) and the
fairness to your shareholders of your initia l combination transaction, even if you do not
obtain such information from an independent source.  If such determinations are made,
clarify if you will disclose the basis for such determinations to shareholders.
 Permitted purchases of shares, page 56

 12. You disclose it is “intended” that purchases would comply with Rule 10b-18 at prices not
to exceed the per share amount of the trust.   Please clarify if that means you are not
prohibited to make such purchases at  prices above the per share amount.
 13. Please revise to clarify that this limitation does not apply to your possible side purchases,
which may include negotiated arrangements and the use of “aggregators,” used to
influence the outcome of any vote on a proposed  transaction.  Further, please provide a
separate subheading to discuss your and any affiliates’ ability to engage in such transactions and the resulting e ffect on book value going forward.
 Certain Transactions, page 71

14. Please tell us how you plan to value and acc ount for the private placement warrants that
you or your designees will purchase and revise  your disclosures to state whether you
believe the sale of the private placement warr ants will result in share-based compensation

Mark D. Ein, Chief Executive Officer
Capitol Acquisition Corp. II
March 16, 2011
Page 4
expense.  Please also provide to us an anal ysis, with major assumptions noted, supporting
your conclusion.  To the extent  that your analysis is base d on the trading prices of
warrants for similarly situated public comp anies, please explain why you believe that
your offering is comparable to the selected companies.

Notes to Financial Statements, page F-7

Note 2 – Significant Accounting Policies, page F-8
 General

15. We note that your efforts to date have been limited to organizational and offering
activities.  Please disclose the amount of or ganization and offering costs incurred through
the prospectus date or a co mparably reasonable date.

Note 7 – Stockholder Equity
 Common Stock

16. We note that a portion of the common stock so ld to the Sponsor includes earn out shares
that are subject to forfeiture.  Tell us how  you intend to account for the earn out provision
and cite any relevant accounting literature  you relied upon.  In your response tell us
whether the earn out provis ion will result in any compensation expense once the
contingency has been resolved.

Item 16. Exhibits and Financial Statement Schedules, page II-4
 17. Please submit all exhibits as promptly as possible.  We will review the exhibits prior to
granting effectiveness of the registration st atement and may have further comments after
our review.  If you are not in a position to  file your legal opi nion with the next
amendment, please provide a draft copy for us to review.
18. For the exhibits that can be executed prior to effectiveness, please tell us why you are
filing the “form of.”

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

Mark D. Ein, Chief Executive Officer
Capitol Acquisition Corp. II
March 16, 2011
Page 5

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Mark Rakip, Staff Accountant, at (202) 551-3573 or Robert Telewicz,
Accounting Reviewer, at (202) 551-3438 if you have questions regarding comments on the financial
statements and related matters. Please contact Folake Ayoola, Attorney-Advisor, at (202) 551-36537 or me at (202) 551-3386 with any other questions.

        S i n c e r e l y ,             D u c  D a n g          A t t o r n e y - A d v i s o r   cc:  David Alan Miller, Esq.
Jeffrey M. Gallant, Esq. Via facsimile : (212) 818-8881