SEC Company Response from Virgin Galactic Holdings, Inc (SPCE) (CIK 0001706946) (SPCE) — Sep 25, 2019
Virgin Galactic Holdings, Inc (SPCE) (CIK 0001706946)
Date: Sept. 25, 2019 · CIK: 0001706946 · Accession: 0001193125-19-254829
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-233098
Referenced dates: September 23, 2019
Letter
VIA EDGAR Office of Transportation and Leisure Division of Corporation Finance RE: Social Capital Hedosophia Holdings Corp. Registration Statement on Form S-4 Filed September 12, 2019 File No. 333-233098
Dear Ms. Barberena-Meissner:
On behalf of Social Capital Hedosophia Holdings Corp. (the “Company,” “we” or “our”), we have filed today Amendment No. 2 to the above Registration Statement on Form S-4 (the “Amended Registration Statement”) in response to the comments of the staff (“Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission received by letter dated September 23, 2019, concerning the above Registration Statement on Form S-4 filed on September 12, 2019.
The changes reflected in the Amended Registration Statement include those made in response to the Staff’s comment as well as other updates. For the convenience of the Staff, we also have sent to you paper copies of this letter and copies of the Amended Registration Statement marked to show changes from the Registration Statement. All references in this letter to page numbers and captions correspond to the page numbers and captions in the Amended Registration Statement.
U.S. Securities and Exchange Commission
September 25, 2019
Page
Projected Financial Information, page 128
1. We note your response to our prior comment 5. As SCH management based its valuation of the VG Companies on an analysis of the aggregate potential cash flows to be generated by the “Virgin Galactic” business, as projected by VG management, please revise to disclose these cash flow projections.
The Company respectfully acknowledges the Staff’s comment and advises the Staff that the term “aggregate potential cash flows,” as referenced in the disclosure and as it relates to SCH management’s evaluation of the VG Companies, was used to refer to SCH management’s comparison of projected EBITDA to projected capital expenditures, each as provided by VG Management and as disclosed on page 129 of the Amended Registration Statement. Other than this metric, there were no other material projections of cash flow used in evaluating the VG Companies. In response to the Staff’s comment, the Company has revised its disclosure on pages 114 and 115.
* * *
Please contact me at (212) 735-2438 should you require further information.
Very truly yours,
/s/ Howard Ellin
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CORRESP 1 filename1.htm CORRESP DIRECT DIAL (212) 735-2438 DIRECT FAX (917) 777-2438 EMAIL ADDRESS Howard.ellin@SKADDEN.COM SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 4 TIMES SQUARE NEW YORK 10036-6522 TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com September 25, 2019 FIRM/AFFILIATE OFFICES —————- BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO WASHINGTON, D.C. WILMINGTON —————- BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO VIA EDGAR Irene Barberena-Meissner Office of Transportation and Leisure Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE: Social Capital Hedosophia Holdings Corp. Registration Statement on Form S-4 Filed September 12, 2019 File No. 333-233098 Dear Ms. Barberena-Meissner: On behalf of Social Capital Hedosophia Holdings Corp. (the “Company,” “we” or “our”), we have filed today Amendment No. 2 to the above Registration Statement on Form S-4 (the “Amended Registration Statement”) in response to the comments of the staff (“Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission received by letter dated September 23, 2019, concerning the above Registration Statement on Form S-4 filed on September 12, 2019. The changes reflected in the Amended Registration Statement include those made in response to the Staff’s comment as well as other updates. For the convenience of the Staff, we also have sent to you paper copies of this letter and copies of the Amended Registration Statement marked to show changes from the Registration Statement. All references in this letter to page numbers and captions correspond to the page numbers and captions in the Amended Registration Statement. U.S. Securities and Exchange Commission September 25, 2019 Page 2 Projected Financial Information, page 128 1. We note your response to our prior comment 5. As SCH management based its valuation of the VG Companies on an analysis of the aggregate potential cash flows to be generated by the “Virgin Galactic” business, as projected by VG management, please revise to disclose these cash flow projections. The Company respectfully acknowledges the Staff’s comment and advises the Staff that the term “aggregate potential cash flows,” as referenced in the disclosure and as it relates to SCH management’s evaluation of the VG Companies, was used to refer to SCH management’s comparison of projected EBITDA to projected capital expenditures, each as provided by VG Management and as disclosed on page 129 of the Amended Registration Statement. Other than this metric, there were no other material projections of cash flow used in evaluating the VG Companies. In response to the Staff’s comment, the Company has revised its disclosure on pages 114 and 115. * * * Please contact me at (212) 735-2438 should you require further information. Very truly yours, /s/ Howard Ellin Howard Ellin cc: Chamath Palihapitiya Social Capital Hedosophia Holdings Corp. cc: James Cahillane Virgin Group cc: Christopher M. Barlow Skadden, Arps, Slate, Meagher & Flom LLP cc: Shayne Kennedy and Justin G. Hamill Latham & Watkins LLP