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SEC Company Response from LINDBLAD EXPEDITIONS HOLDINGS, INC. (LIND) (CIK 0001512499) (LIND) — May 7, 2013

LINDBLAD EXPEDITIONS HOLDINGS, INC. (LIND) (CIK 0001512499)
Date: May 7, 2013 · CIK: 0001512499 · Accession: 0001144204-13-026830

AI Filing Summary & Sentiment

File numbers found in text: 333-187519

Date
May 7, 2013
Author
Not clearly detected
Form
CORRESP
Company
LINDBLAD EXPEDITIONS HOLDINGS, INC. (LIND) (CIK 0001512499)

Letter

Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10013

Deutsche Bank Securities Inc.

60 Wall Street

New York, NY 10005

May 7, 2013

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Re: Capitol Acquisition Corp. II

Registration Statement on Form S-1

Registration File No. 333-187519

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several Underwriters, hereby join in the request of Capitol Acquisition Corp. II (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 3:00 p.m. Eastern Daylight Time on May 9, 2013, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, we, as representatives of the several Underwriters, wish to advise you that we have effected the following distribution of the Company’s preliminary prospectus dated April 26, 2013:

(i) Dates of distribution: April 29, 2013 through the date hereof

(ii) Number of prospective underwriters to which the preliminary prospectus was furnished: 4

(iii) Number of prospectuses furnished to investors: approximately: approximately 451

(iv) Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 50

We, the undersigned, as representatives of the several Underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

Very truly yours,
CITIGROUP GLOBAL MARKETS INC.

Show Raw Text
CORRESP
1
filename1.htm

Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10013

Deutsche Bank Securities Inc.

60 Wall Street

New York, NY 10005

May 7, 2013

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

    Re:
    Capitol Acquisition Corp. II

Registration Statement on Form S-1

Registration File No. 333-187519

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended (the “Act”), we, as representatives of the several Underwriters, hereby join in the
request of Capitol Acquisition Corp. II (the “Company”) for acceleration of the effective date of the above-named
Registration Statement so that it becomes effective at 3:00 p.m. Eastern Daylight Time on May 9, 2013, or as soon thereafter as
practicable.

Pursuant to Rule 460 under the Act, we,
as representatives of the several Underwriters, wish to advise you that we have effected the following distribution of the Company’s
preliminary prospectus dated April 26, 2013:

 (i) Dates of distribution: April 29, 2013 through the date
hereof

 (ii) Number of prospective underwriters to which the preliminary
prospectus was furnished: 4

 (iii) Number of prospectuses furnished to investors: approximately:
approximately 451

 (iv) Number of prospectuses distributed to others, including
the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 50

We, the undersigned, as representatives
of the several Underwriters, have complied and will comply, and we have been informed by the participating underwriters that they
have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

Very truly yours,

CITIGROUP GLOBAL MARKETS INC.

DEUTSCHE BANK SECURITIES INC.

Acting severally on behalf of themselves
and

the several underwriters

Citigroup Global Markets Inc.

By: /s/ Jesse Davis

       Name: Jesse Davis

       Title: Managing Director

Deutsche Bank Securities Inc.

By: /s/ John Reed

       Name: John Reed

       Title: Director

By: /s/ Jeff Mortara

       Name: Jeff Mortara

       Title: Managing Director

[Signature Page to Underwriters’
Acceleration Request]