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

	June
10, 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 27, 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 June 4, 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. 4 to the Proxy Statement, a copy of which has
been marked with the changes from Amendment No. 3 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.

Liquidity
and Capital Resources

Funding
Needs and Sources, page 147

1. We
                                         note you have included a discussion of the May 8, 2015 $150 million credit agreement
                                         with Credit Suisse A.G., and that this is comprised of a $130 million U.S. term loan
                                         and a $20 million Cayman term loan. Please revise this discussion to include the interest
                                         rates of each of these facilities.

We have revised the disclosure on pages
148, FS-7 and FS-49 of the Proxy Statement as requested.

Securities and Exchange Commission

June 10, 2015

Page 2

Note
2 – Summary of Significant Accounting Policies Equity Method Investment, page FS-11

2. You
                                         indicate in your response to prior comment 3 that CFMF was organized as a private foundation
                                         under Curacao law and may engage in business but not make any profit. Additionally, you
                                         indicated in your response to prior comment 42 of your response dated April 28, 2015
                                         that CFMF did not meet the definition of a business. Pursuant to the scope exceptions
                                         in ASC 323-10-15-3-b and ASC 805-10-15-4-b, it appears that the agreement entered into
                                         on December 11, 2014 to purchase CFMF should not be recorded an equity method investment
                                         in fiscal 2014 and should not be reported as a business combination in the second quarter
                                         of fiscal 2015. Please amend your historical financial statements, footnotes, and pro
                                         forma financial statement to reflect this transaction as an extinguishment of debt under
                                         ASC 470-50. Additionally, please provide disclosures pursuant to ASC 250-10-50-7 to 10
                                         to reflect this as a correction of an error.

We
wish to provide the Staff with additional information with respect to Lindblad’s December 11, 2014 agreements to purchase
CFMF:

 (1) The
                                         transactions to purchase CFMF involved Lindblad entering into three separate agreements
                                         as follows:

 a. Profit
                                         Participation Loan Purchase Agreement to acquire the Profit Participation Loan (the “PPL”)
                                         held by DVB Bank America N.V. (“DVB”)

 b. Profit
                                         Participation Rights Agreement to acquire the Profit Participation Rights (the “PPR”)
                                         held by Buss Kreuzfahrtfonds 1 GmbH & Co. KG and Buss Kreuzfahrtfonds 2 GmbH &
                                         Co. KG (together, “Buss”)

 c. Stock
                                         Purchase Agreement to acquire the common stock of CFMF that was owned by Cruise/Ferry
                                         Finance Partners Private Foundation (“Finance Foundation”)

 (2) On
                                         December 11, 2014, Lindblad entered into the Profit Participation Loan Purchase Agreement
                                         to acquire the PPL from DVB for an aggregate price of $47.733 million. On that date,
                                         Lindblad acquired the PPL from DVB by making an initial payment of $25.0 million, with
                                         an obligation to pay the remaining balance of $22.733 million over the next 12 months.
                                         As security for its obligation to pay the outstanding balance due to DVB, Lindblad granted
                                         DVB a security interest in the PPL to be held as collateral by DVB until such time as
                                         the remaining payment was made and the transaction completed. DVB retained its rights
                                         under the Articles of Association of CFMF to appoint members of the Recommendation Panel
                                         of CFMF, thus retaining control of CFMF until the three transactions to acquire CFMF
                                         were completed on May 8, 2015. From December 11, 2014 through May 8, 2015, Lindblad did
                                         not participate in the periodic earnings of CFMF.

Securities and Exchange Commission

June 10, 2015

Page 3

 (3) On
                                         December 11, 2014, Lindblad entered into the Profit Participation Rights Agreement to
                                         acquire the PPR held by Buss for an aggregate price of $48.44 million, subject to an
                                         increase of $339,100 each month after December 31, 2014. This transaction was consummated
                                          on May 8, 2015, with Lindblad remitting a total of $49.796 million.

 (4) On
                                         December 11, 2014, Lindblad entered into the Stock Purchase Agreement to acquire the
                                         common stock of CFMF that was owned by the Finance Foundation. The agreement stipulated
                                         that after Lindblad closed on its purchases of the PPL and the PPR, and paid a consideration
                                         of $1.00 for the common stock of CFMF, Finance Foundation would transfer its interest
                                         in the common stock of CFMF to Lindblad. This transaction was consummated and paid in
                                         full on May 8, 2015.

Accounting
for the purchase from DVB Bank of the PPL

Since
the purchase of the PPL included neither rights to control CFMF nor rights to participate in periodic profits, equity accounting
for the investment in the PPL would be inappropriate. Lindblad determined that the $47.733 million investment under the Profit
Participation Loan Purchase Agreement should be accounted for under the cost method. We wish to advise the Staff that we have
updated Lindblad’s financial statements as of and for the three months ended March 31, 2015 and the year ended December 31, 2014 to reflect
the accounting for this investment under the cost method.

Securities and Exchange Commission

June 10, 2015

Page 4

Accounting
for the purchase from DVB Bank of the PPL, continued

In
its historical financial statements for the three months ended March 31, 2015 and for the year ended December 31, 2014, Lindblad
has recorded as other income $235,000 and $54,835, respectively, which was initially considered to be equity in earnings of CFMF.
Upon further reflection in relation to this Staff comment, Lindblad has determined that it should not have recorded these amounts
of equity in earnings of CFMF. However, Lindblad has evaluated and determined that these amounts, if uncorrected, would not be
material, either quantitatively or qualitatively, to the reader of Lindblad’s financial statements. The evaluation is presented
below.

    Quantitative Evaluation

    Three Months Ended

 March 31, 2015
    Year Ended

 December 31, 2014

    Potential adjustment to net income
    $ 235,000
    $ 54,835

    Net income, as reported
    $ 6,932,494
    $ 22,245,455

    % of net income
      3.39 %
      0.25 %

    Potential adjustment shareholders’ equity
    $ 289,835
    $ 54,835

    Shareholders’ equity
    $ 75,713,439
    $ 67,567,221

    % of shareholders’ equity
      0.38 %
      0.08 %

    Class A Common Stock

    Earnings per share – basic, as reported
    $ 28.27
    $ 86.53

    Earnings per share – basic, with potential adjustment to net income
    $ 27.31
    $ 86.30

    % change in earnings per share – basic
      3.51 %
      0.27 %

    Earnings per share – diluted, as reported
    $ 27.95
    $ 86.42

    Earnings per share – diluted, with potential adjustment to net income
    $ 27.01
    $ 86.30

    % change in earnings per share – diluted
      3.50 %
      0.14 %

    Class B Common Stock

    Earnings per share – basic, as reported
    $ -
    $ 86.53

    Earnings per share – basic, with potential adjustment to net income
    $ -
    $ 86.30

    % change in earnings per share – basic
      0 %
      0.27 %

    Earnings per share – diluted, as reported
    $ -
    $ 86.53

    Earnings per share – diluted, with potential adjustment to net income
    $ -
    $ 86.30

    % change in earnings per share – diluted
      0 %
      0.27 %

Securities and Exchange Commission

June 10, 2015

Page 5

Qualitative
Evaluation

Lindblad
and the Company evaluated the interests of current and future investors in Lindblad. It is their collective belief that these
investors are interested in the long-term financial prospects of Lindblad and are not impacted by a difference in net income which
is less than 5% or an impact upon shareholders’ equity of less than 1%. We wish to advise the Staff that we have disclosed
the nature of the arrangements entered into on December 11, 2014 and the method that the investment is being accounted for by
the Company. The Company does not believe that the change from the equity method to cost method is material to the reader of Lindblad’s
financial statements or to an investor decision.

Closing
on the Purchase of CFMF

On
May 8, 2015, Lindblad funded each of its obligations for the consummation of the purchase of the PPL, the PPR and for the purchase
of the common stock in CFMF. Lindblad thereupon or shortly thereafter, cancelled the junior loan due to CFMF (as CFMF was wholly-owned
by Lindblad at this stage), terminated the warrant and then caused CFMF to be liquidated.

Accounting
for the extinguishment of the loan obligation to CFMF

At
no time up to May 8, 2015 (the closing date) did CFMF release Lindblad for any portion of its debt obligation to CFMF. The $25
million payment that Lindblad made on December 11, 2014 was to DVB Bank, the holder of the PPL, and not to CFMF. Accordingly,
Lindblad would not record an extinguishment of its obligation until May 8, 2015 when the loan was cancelled.

Within
the pro forma balance sheet as of March 31, 2015, Lindblad has recorded the cancelation of the Junior Credit Facility obligation
to CFMF of $15,875,492, net of discount of $4,124,508, and charged the $20,000,000 against the investment in CFMF and the unamortized
discount of $4,124,508 against retained earnings.

Note
7 – Long Term Debt

Junior
Credit Facility, page FS-17

3. Please
                                         revise your disclosure here and in the annual financial statements to include the effective
                                         interest rate of the Second Amended Junior Credit Facility after considering the effect
                                         of the warrant.

We
have revised the disclosure on pages FS-15 and FS-39 in the Proxy Statement to include the effective interest rate of the Second
Amended Junior Credit Facility after considering the effect of the warrant as requested.

Securities and Exchange Commission

June 10, 2015

Page 6

4. We
                                         note the disclosures added to Lindblad’s annual audited financial statements in
                                         response to our previous comments 4, 5, 7, and 8. It does not appear these revisions
                                         were considered when drafting the related disclosure included in Lindblad’s unaudited
                                         interim financial statements as of March 31, 2015 included in this amendment. Please
                                         revise accordingly.

We
have revised the disclosure on pages FS-15 and FS-16 in the Proxy Statement in order to conform the footnote disclosures therein
to the disclosures added to the annual audited financial statements in response to previous comments 4, 5, 7 and 8 as requested.

*************

If you have
any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.

    Sincerely,

    /s/
    Jeffrey M. Gallant

    Jeffrey
    M. Gallant

 cc: Mr.
                                         Mark Ein