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
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File numbers found in text: 333-187519
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CORRESP
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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]