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January 31, 2017
VIA EDGAR SUBMISSION AND FEDERAL EXPRESS
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attn: Ms. Pamela A. Long
| Re: | Hennessy Capital Acquisition Corp. II AmendmentNo. 1 to Preliminary Proxy Statement on Schedule 14A Filed January 20, 2017 File No. 1-37509 |
Dear Ms. Long:
On behalf of Hennessy Capital Acquisition Corp. II (the “Company,” “Hennessy Capital,” “we,” “our” or “us”), we transmit herewith Amendment No. 2 (“Amendment No. 2”) to the above-referenced Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”) via the Commission’s EDGAR system. In this letter, we respond to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated January 30, 2017 (the “Letter”). For ease of reference, the numbered paragraphs below correspond to the numbered comments in the Letter, with the Staff’s comments presented in bold font type. We also are forwarding a copy of this letter via overnight courier, together with five (5) courtesy copies of Amendment No. 2, marked to show the revisions made in response to the Staff’s comments.
The responses below follow the sequentially numbered comments from the Letter. All page references in the responses set forth below refer to page numbers in Amendment No. 2. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 2.
U.S. Securities and Exchange Commission
January 31, 2017
Page 2
Summary Term Sheet, page 1
Closing Merger Consideration, page 2
1.We noteyour response tocomment 2in our letter datedJanuary 13, 2017.Pleasereviseyour disclosureregarding mergerconsideration toclarify boththeamountofand form ofconsideration to be paidto Daseke shareholders. In this regard,we note thatyouappear to define“ClosingMerger Consideration”as theenterprise value that Hennessy Capital has assigned to Daseke, plus or minus several adjustments (e.g.cash-on-hand, debt, etc.).
Response:Hennessy Capital has revised the disclosure on page 2 of the “Summary Term Sheet” section of Amendment No. 2 and similar disclosures throughout the Proxy Statement in response to the Staff’s comment.
Sponsor Share Transfer, page 3
2.We noteyour response tocomment 4in our letter datedJanuary 13, 2017and were-issue ourcommentin part. Fromyourresponse,we understand that the Sponsor will transfer up to 391,892 additional founder shares for the benefit of the Backstop Commitment investorsand that50%of the value of such shares will be deductedfrom the mergerconsideration paidto Daseke’s shareholders. However,we note thatyourProxyStatement states in multiple places that theamount of shares forfeitedby theSponsorwill bereducedby 50%of theamount of the UtilizationFeeShares.Pleasereviseyour ProxyStatement to reconcile thisinconsistency.
Response:Hennessy Capital has revised the disclosure on page 3 of Amendment No. 2 and throughout the Proxy Statement in response to the Staff’s comment.
Sources and Uses for theBusinessCombination, page 178
3.Pleaserevise this section to clarifyfor investors how numbers listed for both the 33% redemption scenarioand the 67%redemption scenariorelate tothe total value Hennessy Capital hasassigned toDasekeand the mergerconsideration to be paid following theadjustments to theassigned value ofDaseke.Forexample, we note thatFootnote 2 states that the 25.9 million shares ofHennessyCapitalissuable to Dasekeare valuedat $10.00 per share while the dollar value ofStock Consideration underUses for both the 33% redemption scenarioand 67% redemption scenario islistedas $235.8 million.
Response:Hennessy Capital has revised the disclosure on pages 180 and 181 of Amendment No. 2 in response to the Staff’s comment.
*******
U.S. Securities and Exchange Commission
January 31, 2017
Page 3
If you have any questions regarding the foregoing or Amendment No. 2, please contact the undersigned at (312) 853-2071.
| Very truly yours, | |
| /s/ Michael P. Heinz | |
| Michael P. Heinz |
cc: Daniel J. Hennessy, Hennessy Capital Acquisition Corp. II