SecProbe.io

CORRESP
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        Graubard Miller

        The
        Chrysler Building

        405
        Lexington Avenue

        New
        York, N.Y. 10174-1101

        (212)
        818-8800

    facsimile

    direct dial number

    (212) 818-8881

    (212) 818-8638

    email address

    jgallant@graubard.com

May 26, 2015

VIA EDGAR

Ms. Anne Nguyen Parker

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Capitol Acquisition Corp. II

    Revised Preliminary Proxy Statement on Schedule 14A

    Filed May 11, 2015

    File No.
    001-35898

Dear Ms. Parker:

On behalf of Capitol Acquisition Corp.
II (the “Company”), we respond as follows to the Staff’s comment letter, dated May 19, 2015, relating to the
above-captioned Preliminary Proxy Statement on Schedule 14A (“Proxy Statement”). Captions and page references herein
correspond to those set forth in Amendment No. 3 to the Proxy Statement, a copy of which has been marked with the changes from
Amendment No. 2 to the Proxy Statement. We are also delivering three (3) courtesy copies of such marked copy to Tonya K. Aldave.

Please note that for the Staff’s
convenience, we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately
thereafter.

General

    1.
    Please update your financial statements in accordance with Rule 3-12 of Regulation S-X.

We have updated the financial statements
in accordance with Rule 3-12 of Regulation S-X as requested.

Securities
and Exchange Commission

May 26,
2015

Page 2

Satisfaction of 80%
Test, page 58

    2.
    We note your disclosure added in response to prior comment 4 where you describe the valuation analysis performed to support the $407 million fair market value of Lindblad. Please provide us with a copy of your valuation analysis and/or report.

A copy of the valuation analysis performed
by the Company is attached hereto as Exhibit A.

Equity Method Investment,
page FS-15

    3.
    Please confirm our understanding that the owners of CFMF, Cruise/Ferry Finance Partners Private Foundation (as stated in your response to our previous comment 10) also controlled CFMF. Additionally, please tell us the names of the owners/shareholders of CFMF. It appears that if the owners of CFMF also controlled CFMF, and CFMF had control of Lindblad as you previously stated, they also controlled Lindblad. Please support your assertion that CFMF and Lindblad were not under common control, or revise your financial statements to account for this transaction as a transfer of assets among entities under common control in accordance with FASB ASC 805-50-25, 805- 50-30-5, and 805-50-45. Finally, please tell us the business purpose for the purchase of CFMF. In this regard, tell us why the company acquired CFMF versus repaying the outstanding debt with CFMF.

Business Purpose for the Purchase of CFMF

We respectfully advise the Staff that
the purpose of the December 11, 2014 transactions was to recapture and terminate the outstanding, unexercised warrant (the “Warrant”)
held by CFMF That Warrant, giving its holder the right to acquire 60% of the shares of Lindblad stock for nominal consideration,
came out of a package of concessions granted by Lindblad in connection with a restructuring of its debt in 2009. At that time,
as a result of the financial crisis, Lindblad was under extraordinary financial and business pressures that had exhausted its cash
reserves. CFMF, already a lender to Lindblad, offered to restructure its existing junior loan to defer certain obligations and
to provide additional credit. CFMF also agreed to forebear from enforcing certain of its rights under its loan to Lindblad. In
exchange, CFMF wanted substantial equity in Lindblad and representation on Lindblad’s Board. Ultimately, Lindblad agreed
– with the consent and approval of Sven-Olof Lindblad as majority shareholder – to grant the extraordinary rights that
the agreement represented including granting CFMF the power to designate two members of the Lindblad Board and declaring that CFMF
had control of Lindblad. CFMF’s power to designate two of the three Board members and its corresponding control was memorialized
in a Voting Agreement dated April 15, 2009 by and among Lindblad, Sven-Olof Lindblad, and DVB Bank America N.V. (“DVB”)
as agent and security trustee for CFMF.

By 2014, Lindblad had regained its footing
and was no longer under the same financial and business pressures that it was under in 2009. At this time, it wanted to explore
possible strategic options. However, it could not make any commitments so long as the Warrant was outstanding because by its terms,
the Warrant was freely transferable, had no expiration and was not redeemable by Lindblad. Nor would eventual repayment of the
junior loan to CFMF be of any help in this regard, as repayment would have had no effect on the Warrant itself.

Securities
and Exchange Commission

May 26,
2015

Page 3

Seeking to relieve Lindblad of the uncertainty
to its future caused by the Warrant, Lindblad’s President and majority shareholder, Sven-Olof Lindblad, initiated negotiations
with CFMF with the goal of repurchasing the Warrant. Although there was a willingness on the part of CFMF to relinquish the Warrant
in exchange for fair value, it would not agree to any transaction involving a direct sale of the Warrant. For non-US tax reasons
beneficial to the holders of interests in or to CFMF, it was CFMF’s firm requirement that any such transaction be structured
instead as a sale of the various interests in CFMF. Inasmuch as the end result would allow Lindblad, through acquisition of ownership
and control of CFMF, to recapture and extinguish the Warrant, Lindblad agreed to such a transaction structure as the only means
of recovering the Warrant.

This led to entry into the several agreements
as of December 11, 2014 that provided for the purchase by Lindblad of (i) the Profit Participation Loan (“PPL”) held
by DVB, (ii) the Profit Participation Rights (“PPR”) held by Buss 1 and Buss 2, and (iii) the outstanding
stock of CFMF held by Cruise/Ferry Finance Partners Private Foundation (the “Finance Foundation”). For reasons of Lindblad’s
cash flow, and to permit it to obtain the financing it needed to fund payment of the amounts due the selling parties, each of the
three agreements allowed for deferred closing: the PPL purchase agreement gave Lindblad until June 30, 2015 to pay the balance
due DVB after the initial payment of $25 Million made by Lindblad on December 11, 2014; the PPR purchase agreement and the
stock purchase agreement each gave Lindblad until December 31, 2016 to make the required payments. The stock purchase agreement
contained an additional provision that made its closing contingent upon the prior closing of the PPL and PPR purchases.

Following completion of the transactions
on May 8, 2015, the Warrant was cancelled and the Voting Agreement that had given CFMF a right to designate members of Lindblad’s
Board and provided CFMF with control was terminated. Upon Lindblad owning and controlling CFMF, the Junior loan owing to CFMF was
repaid. CFMF then having no remaining assets or liabilities, Lindblad initiated proceedings for the liquidation of CFMF on May
21, 2014, and liquidation will be final as of May 29, 2015. Lindblad’s acquisition of CFMF was thus only a
means to the desired end of recapturing and terminating the Warrant.

Ownership and Control of CFMF

The Staff asked that we confirm their
understanding that the Finance Foundation, as owners of CFMF, also controlled CFMF. We respectfully advise the Staff that its understanding
in that respect is not correct. Although the Finance Foundation owned 100% of the common stock of CFMF (as of the time of Lindblad’s
entry into the various agreements that would result in Lindblad’s acquisition of CFMF), the Finance Foundation did not control
CFMF.

Securities
and Exchange Commission

May 26,
2015

Page 4

Corporate governance of CFMF, as established by the CFMF
Amended Deed of Incorporation (the “Deed”), was by a Managing Board of Directors. Although the initial Director was
appointed by the Deed itself, the Deed gave the power of appointment to the Managing Board of Directors not to the shareholder
of CFMF but to a Recommendation Panel (the “Panel”). Such a governance structure was and is permitted by Curacao law
for the N.V. form of entity that was chosen when CFMF was established. The Deed also specified that the sole authority to appoint
representatives to the Panel was to be held by DVB and Buss Capital GmbH & Co. KG (“Buss Capital”). The Finance
Foundation was not granted any right to appoint members to the Panel or to the Board. The members of the Managing Board of Directors
of CFMF were at all relevant times independent.

Prior to its acquisition by Lindblad,
the ownership and control structure of CFMF was thus as follows:

Securities and Exchange Commission

May 26, 2015

Page 5

Finance Foundation, the sole shareholder of
CFMF, was itself organized as a private foundation under Curacao law. This type of entity may engage in business but not make any
profit (i.e., any gain it does derive from business activities or investments must be donated to charitable purposes to offset
what otherwise would be recognized as profit). Accordingly, private foundations such as Finance Foundation do not have any shareholders
or owners. Nor, despite its name, were there any “partners” in Finance Foundation. The management and control of the
Finance Foundation was vested in a single Managing Director who functioned under the direction and supervision of a single member
Supervisory Board. Neither the sole managing director (Jan Koning) nor the sole Supervisory Board member (Willem de Bruijn)
had any legal or beneficial ownership in Finance Foundation, and both were independent.

Finance Foundation Did Not Control CFMF

We respectfully disagree with the Staff’s
statement that “if the owners of CFMF also controlled CFMF, and CFMF had control of Lindblad as you previously stated, they
also controlled Lindblad.” As described above, Finance Foundation, though it was the owner of CFMF, did not control CFMF.
Control of CFMF in many but not all respects was in the hands of the Managing Board of Directors, and above that by the Recommendation
Panel that had the power of appointment to the Board, and ultimately by DVB and Buss Capital that had the power of appointment
to the Panel. But fundamental company actions (merger, etc.) involving CFMF would require consent of its shareholder(s), and so
in some respects Finance Foundation would have had shared control over CFMF. But none of the respects in which Finance Foundation
might have shared control over CFMF would have resulted in it having any control over Lindblad.

Prior to the acquisition of CFMF by Lindblad,
CFMF had the power to designate two of the three members of Lindblad’s board pursuant to the Voting Agreement entered into
in connection with the 2009 restructuring of Lindblad’s debt. Any decisions regarding those designations would have been
made by CFMF’s own Board, over which Finance Partners had no influence. As a result, CFMF had effective control over Lindblad’s
Board.

Upon the completion of Lindblad’s acquisition
of CFMF on May 8, 2015, the Voting Agreement was terminated and CFMF ceased to have any power of appointment whatsoever to the
Lindblad Board. Following that acquisition, the Warrant was cancelled without it ever having been exercised.

Lindblad’s Acquisition of CFMF (the “Transaction”)

We respectfully request that the Staff note,
as discussed above in Business Purpose for the Purchase of CFMF, that Lindblad’s intention in the CFMF transactions
was to remove the uncertainty to its future that the Warrant represented. That goal was achieved through the series of related
transactions carried out pursuant to the agreements entered into on December 11, 2014 and concluded on May 8, 2015. Since control
of CFMF and Lindblad changed as a result of these transactions, from some combination of DVB, Buss Capital and Finance Foundation,
to the shareholders of Lindblad, we consider that accounting for the transactions in accordance with the common control guidance
in FASB ASC 805-50-25, 805-50-30-5, and 805-50-45 is not applicable.

Securities and Exchange Commission

May 26, 2015

Page 6

All facts and circumstances related to a transaction
must be considered in determining whether common control exists. Typically entities are under common control if they (1) were consolidated
by the same parent both before and after the transaction or (2) would have been consolidated if the parent (or controlling party)
were required to prepare consolidated financial statements.” Neither of these is the case with CFMF and Lindblad. Following
the Transaction, there was a change in control. After the acquisition of CFMF by Lindblad, CFMF was liquidated. CFMF has no continuity.

The $25 million payment made by Lindblad to
CFMF in December 2014 was the initial payment on the transactions (presented in our financial statements as an equity investment)
that ultimately led to recapture and termination of the Warrant. Following completion of the transactions, Lindblad gained sole
control of CFMF, and with that control took action to eliminate the authority of the Recommendation Panel), cancel the Warrant,
and terminate CFMF's right to designate members of the Lindblad Board. None of the entities that formerly had any control or influence
over CFMF prior to completion of Lindblad’s acquisition of CFMF retained any control or influence over either Lindblad or
CFMF after the acquisition.

CFMF and Lindblad were Not Under Common Control subsequent to
completion of the Transaction

In accordance with FASB Accounting Standards
Codification (“ASC”) 805-50-25, 805-50-30-3, and 805-50-45, an acquisition between entities under common control is
not under the scope of standard business combination accounting (under ASC 805-10 through 805-30). The ASC sections references
provide that when there is an acquisition between entities with a common parent, the “pooling of interests” method
would apply and all assets and liabilities transferred would be measured at book value. Furthermore, the financial statements shall
be retrospectively adjusted to furnish comparative information of the entity acquired. ASC 805-50-30-5 provides that “when
accounting for a transfer of assets or exchange of shares between entities under common control, the entity that receives the net
assets or the equity interests should initially measure the recognized assets and liabilities transferred at their carrying amounts
in the accounts of the transferring entity at the date of transfer.”

Securities and Exchange Commission

May 26, 2015

Page 7

ASC 805 does not, however, provide a definition
of what common control is. ASC 805-50-15-6 provides some example of common control transactions. We have provided an analysis for
the Staff on whether these examples are analogous to the acquisition of CFMF by Lindblad, below:

    Examples of Common Control from ASC 805-50-15-6

    Applicability to the acquisition of CFMF by Lindblad

    a. An entity charters a newly formed entity and then transfers some or all of its net assets to that newly chartered entity.

    This does not apply to this transaction.  No newly chartered entity was formed.

        b. A parent transfers the net assets of a wholly
owned subsidiary into the parent and liquidates the subsidiary. That transaction is a change in legal organization but not a change
in the reporting entity.

        This does not apply to this transaction. No assets
were transferred from a subsidiary to a parent.

        c. A parent transfers its controlling interest in
several partially owned subsidiaries to a new wholly owned subsidiary. That also is a change in legal organization but not in
the rep