July 17, 2019
Patrick McCaney
Chief Executive Officer
Oaktree Acquisition Corp.
333 South Grand Avenue
28th Floor
Los Angeles, CA 90071
Re: Oaktree Acquisition Corp.
Amendment No. 4 to Registration Statement on Form S-1
Filed July 16, 2019
File No. 333-232444
Dear Mr. McCaney:
We have reviewed your amended registration statement 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 this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our July 15,
2019 letter.
Amendment No. 4 to Registration Statement on Form S-1 filed July 16, 2019
Calculation of Registration Fee, page i
1. We note your revision to refer to shares issuable upon exercise of
warrants. However, it
appears that you are not registering all shares issuable upon exercise
of the warrants.
Please clarify.
Exhibit 4.4, page II-2
2. Please reconcile the last bullet point on page 151 which refers to the
requirement that
there be an effective registration statement with exhibit 4.4 section
6.2 which appears to
provide that an effective registration statement is not required for the
cashless exercise.
Patrick McCaney
Oaktree Acquisition Corp.
July 17, 2019
Page 2
Exhibit 5.1, page II-2
3. We note your response to prior comment 1. It is unclear why the
assumption regarding
legal status is appropriate because it is unclear how that issue is
addressed by exhibit 5.2.
Likewise it is unclear (1) whether the "requisite...legal capacity"
mentioned in exhibit 5.1
exceeds the capacity issues addressed by exhibit 5.2, and (2) how the
assumption in
exhibit 5.1 regarding corporate power to execute, deliver and perform
all obligations
under the warrant agreement is addressed by exhibit 5.2. Please file
revised opinions as
appropriate.
Exhibit 5.2, page II-2
4. We note that Schedule 1 to the opinion refers to the Amended and
Restated Memorandum
and Articles of Associated as being "adopted 12 July 2019" while your
registration
statement refers to articles of association that the registrant will
adopt upon consummation
of your offering. Therefore, it is unclear how the second paragraph
numbered 2 on page 2
of this exhibit is consistent with your offering. Please file a revised
opinion accordingly.
When filing a revised opinion in response to this comment, please note
that the opinion
that you file to satisfy your obligation under Regulation S-K Item
601(b)(5) should
not contain assumptions regarding filing of corporate documents.
5. We note your response to prior comment 4. Given that the opinion appears
to define
the term, "Ordinary Shares," as the shares mentioned in clause (i) on
page 1 of this
exhibit, it is unclear whether the opinion in the paragraph numbered 1
on page 2 of this
exhibit addresses the ordinary shares mentioned in clause (iii) on page
1. Please file a
revised opinion that clarifies.
You may contact David Burton at (202) 551-3626 or Lynn Dicker, Senior
Accountant, at
(202) 551-3616 if you have questions regarding comments on the financial
statements and
related matters. Please contact Tim Buchmiller at (202) 551-3635 or Russell
Mancuso, Branch
Chief, at (202) 551-3617 with any other questions.
Sincerely,
FirstName LastNamePatrick McCaney
Division of
Corporation Finance
Comapany NameOaktree Acquisition Corp.
Office of
Electronics and Machinery
July 17, 2019 Page 2
cc: Christian O. Nagler, Esq.
FirstName LastName