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Mail Stop 3561
September 11, 2018
Alec E. Gores
Chairman of the Board of Directors
Gores Holdings II, Inc.
9800 Wilshire Blvd.
Beverly Hills, CA 90212
Re: Gores Holdings II, Inc.
Revised Preliminary Proxy Statement on Schedule 14A
Filed August 24, 2018
File No. 1-37979
Dear Mr. Gores:
We have reviewed your revised filing and have the following comments. In
some of
our comments, we may ask you to provide us with information so we may better
understand
your disclosure.
Please respond to these comments within ten business days by providing
the
requested information or advise us as soon as possible when you will respond.
If you do not
believe our comments apply to your facts and circumstances, please tell us why
in your
response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to
comments in
our August 10, 2018 letter.
Frequently Used Terms, page 8
1. We note the revised disclosure you have included on page 9 in response
to comment
6. Please provide us with the specific sources for the market leadership
claims in
your proxy statement, including the "publicly available information,
reports of
government agencies, and published industry sources" you reference in
the revised
disclosure. Please also provide us with Verra Mobility's "internal
research,
calculations and assumptions based on its analysis of such information
and data," and
where you make claims that are based on Verra Mobility's internal
research, please
revise to specify as much.
Alec E. Gores
Gores Holdings II, Inc.
September 11, 2018
Page 2
Questions and Answers about the Proposals for Stockholders
What happens if the Business Combination is not consummated?, page 28
2. We note that, in response to comment 5, you have removed the following
language
from the risk factor on page 84: "Unless we amend our current
certificate of
incorporation to extend the life of the Company and certain other
agreements into
which we have entered . . . ." If you have removed this disclosure
because you
cannot extend your business combination deadline, please confirm to us
that this is
the case and tell us why. Otherwise, please provide the disclosure we
requested in
our prior comment or explain to us why you are not required to do so.
Consideration to the Greenlight Stockholders in the Business Combination, page
33
3. We note the table you have added to pages 34 to 35 in response to
comment 7. With
respect to the consideration amounts which precede the Maximum
Redemption
Scenario header row, please revise to clarify the number of share
redemptions upon
which these amounts are based. Please also provide here the definitions
of Triggering
Events I IV as well as the term of the Earn Out Period, or include a
cross-reference
to the specific locations in the merger agreement where such
definitions can be found.
Proposal No. 3--Approval of the Second Amended and Restated Certificate of
Incorporation, page 214
4. We are considering your response to comment 25, and we may have further
comment.
Beneficial Ownership of Securities, page 324
5. You advise in your response to comment 31 that, "Even where the
relevant Schedule
13G filings identify natural persons, it is not clear from those
filings whether some or
all of those individuals exercise voting and/or dispositive power over
the securities
held by that entity." Please revise your beneficial ownership table on
page 325 to
identify those natural persons identified in the ownership schedules
filed by
Governors Lane LP, Davidson Kempner Capital Management, and Alyeska
Investment Group on January 30, 2018, February 12, 2018, and February
14, 2018,
respectively.
Alec E. Gores
Gores Holdings II, Inc.
September 11, 2018
Page 3
Gores Holdings II, Inc. Notes to the Unaudited, Interim Financial Statements
Note 4. Related Party Transactions
Private Placement Warrants, page FS-15
6. We note your response to comment 33. Please confirm whether or not the
Private
Placement Warrants may be settled in unregistered shares. In doing so,
explain to us
the settlement terms and revise your risk factor spanning pages 96-97
to provide
additional clarity. See ASC 815-40-25-10 through -16.
18. Subsequent Events, page FS-94
7. We note your response to comment 36. Please tell us in sufficient
detail how you
determined that the tax receivable agreement fell within the scope of
ASC 450 and
should be accrued upfront in full as a reduction to equity. Explain how
you
determined the agreement does not represent compensation or a
profit-sharing type
arrangement that should be recognized as an expense over the agreement
term.
You may contact Myra Moosariparambil, Staff Accountant, at (202)
551-3796 or
Andrew Blume, Staff Accountant, at (202) 551-3254 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Parhaum J.
Hamidi, Special Counsel, at (202) 551-3421 or me at (202) 551-3720 with any
other
questions.
Sincerely,
/s/ Mara L. Ransom
Mara L. Ransom
Assistant Director
Office of Consumer
Products