SEC Company Response from MP Materials (MP) — Apr 28, 2020
MP Materials Corp. / DE (MP) (CIK 0001801368)
Date: April 28, 2020 · CIK: 0001801368 · Accession: 0001193125-20-123370
AI Filing Summary & Sentiment
File numbers found in text: 333-236940
Referenced dates: April 28, 2020
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CORRESP
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CORRESP
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New
York 10153
(212) 310-8000
FAX: (212) 310-8007
April 28, 2020
VIA EDGAR TRANSMISSION
Office of Telecommunications
Securities and
Exchange Commission
Division of Corporation Finance
100 F
Street NE
Washington, D.C. 20549-3561
Re:
Fortress Value Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-1
Submitted April 23, 2020
File No. 333-236940
Ladies and Gentlemen:
On behalf
of our client, Fortress Value Acquisition Corp., a Delaware corporation (the “Company”), we submit this letter in response to the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) contained in its letter dated April 28, 2020, relating to Amendment No. 1 to the Registration Statement on Form S-1 of the Company (File
No. 333-236940) filed with the Commission on April 23, 2020 (the “Registration Statement”). We are concurrently filing via EDGAR amendment no. 2 to the Registration Statement
(“Amendment No. 2”). The changes reflected in Amendment No. 2 include those made in response to the Staff’s comment and other changes intended to update, clarify and render more complete the information
set forth therein.
Set forth below is the Company’s response to the Staff’s comment. For ease of reference, the Staff’s
comment is reproduced below in bold and is followed by the Company’s response.
Exhibits
We note that the form of warrant agreement filed as Exhibit 4.4 provides that the company agrees that any action, proceeding or claim
against it arising out of or relating in any way to the agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such
jurisdiction, “which jurisdiction shall be exclusive.” If this provision requires investors in this offering to bring any such action, proceeding or claim in the courts of the State of New York or the United States District Court for the
Southern District of New York, please disclose such provision in your registration statement, and disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. If the provision applies to actions arising under
the Securities Act or Exchange Act, please also add related risk factor disclosure. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the provision in the warrant agreement states
this clearly.
We acknowledge the Staff’s comment, and have revised Section 9.3 of Exhibit 4.4 to remove the exclusivity of
the submission to the jurisdiction of the courts of the State of New York or the United States District Court for the Southern District of New York. As revised, Exhibit 4.4 does not contain any exclusive jurisdiction provision, including for claims
that arise under the Securities Act or Exchange Act. As a result of the foregoing revisions, we do not believe that any additional disclosure, including risk factor disclosure, is appropriate.
* *
* * *
Securities and Exchange Commission
April 28, 2020
Page 2
Please contact the undersigned at (212) 310-8971 if you
have any questions or need further information.
Sincerely yours,
/s/ Alexander Lynch
Alexander Lynch
cc:
Andrew A. McKnight
Chief Executive Officer
Fortress Value Acquisition Corp.
Jennifer O’Brien, Staff Accountant
Ethan Horowitz, Accounting Branch Chief
Kevin Dougherty, Staff Attorney
Tim Levenberg, Special Counsel
Skadden, Arps, Slate, Meagher & Flom LLP
Gregg A. Noel, Esq.
Michael
Mies, Esq.