Weil, Gotshal & Manges LLP
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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 FormS-1
Submitted April 23, 2020
FileNo. 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 FormS-1 of the Company (FileNo. 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.
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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.
