Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010
January 7, 2021
VIA EMAIL & EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Electronics and Machinery
100 F Street, N.E.
Washington, D.C. 20549
Attention: David Link
Re: Leo Holdings Corp. II (the “Company”)
Registration Statement on Form S-1 (Registration No. 333-249676)
Dear Mr. Link:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby join the request of the Company that the effectiveness for the above-captioned Registration Statement on Form S-1 (as amended through the date hereof) filed under the Securities Act be accelerated by the Securities and Exchange Commission (the “Commission”) to 4:00 p.m. Eastern Time, on January 7, 2021, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, please be advised that we expect to distribute approximately 1,050 copies of the preliminary prospectus dated January 7, 2021 (the “Preliminary Prospectus”) as of January 7, 2021 to prospective underwriters, dealers, institutional investors and others.
We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature Page Follows]
| Very truly yours, | ||
| DEUTSCHE BANK SECURITIES INC. | ||
| By: | /s/ Ravi Raghunathan | |
| Name: | Ravi Raghunathan | |
| Title: | Managing Director | |
| By: | /s/ Brandon Sun | |
| Name: | Brandon Sun | |
| Title: | Director | |
| CREDIT SUISSE SECURITIES (USA) LLC | ||
| By: | /s/ Jennifer Gong | |
| Name: | Jennifer Gong | |
| Title: | Director | |
[Signature Page to Acceleration Request Letter]
