United States securities and exchange commission logo
October 14, 2020
Andrew A. McKnight
Chief Executive Officer
Fortress Value Acquisition Corp.
1345 Avenue of the Americas
46th Floor
New York, New York 10105
Re: Fortress Value
Acquisition Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed October 1,
2020
File No. 333-248433
Dear Mr. McKnight:
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
September 23, 2020 letter.
Amendment No. 1 to Form S-4 Filed on October 1, 2020
Certain Projected Financial Information of the Companies, page 87
1. We note your response
to comment 4. However, we note disclosure on page 109 that
based on a
three-stage Projection prepared by SNR and MPMO Murray Devine
performed the
Enterprise Value Comparable Public Companies analysis, and on page
110 that based on
the projections, Murray Devine performed a discounted cash flow
valuation of MP
Materials. Please revise to disclose the projections that provided Murray
Devine with its basis
for its analyses performed in making its recommendation, including
the financial forecast
beyond 2023, or revise to clarify how the information would not be
material or meaningful
to investors.
Andrew A. McKnight
Fortress Value Acquisition Corp.
October 14, 2020
Page 2
Material U.S. Federal Income Tax Consequences, page 115
2. We note your reply to comment 7. In this section, you state in part
that "the following
discussion assumes that the transactions will" qualify as a
"reorganization" for U.S.
federal income tax purposes within the meaning of Section 368(a).
Insofar as the 368(a)
determination appears to be a legal conclusion which underlies the
opinion that holders
will not recognize gain or loss upon the exchange of stock, please
obtain a revised opinion
which provides counsel's opinion regarding applicable Section 368(a)
treatment. For
reference, please refer to Section III.C.3 of Staff Legal Bulletin No.
19 (Corp. Fin.,
October 14, 2011), which is available at
https://www.sec.gov/interps/legal/cfslb19.htm.
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 161
3. We note from your disclosure Note(Q) on page 163 that the deferred tax
liabilities amount
of $101,671 reflects an increase in deferred tax liabilities due to
initial temporary
differences as a result of the SNR Mineral Rights Acquisition. Please
revise Note (Q) to
describe and show how the amounts of temporary differences and
deferred tax liabilities
were calculated. Refer to Rule 11-02(b)(6) of Regulation S-X.
Our Resource, page 190
4. We received your Mountain Pass technical report prepared by SRK
Consulting. However,
we note that the economic model prepared for the reserves was not
included. Please
provide supplementally the economic model or cash flow analysis for
your Mountain Pass
property.
MPMO's Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Our Relationship with Shenghe, page 217
5. We note your response to prior comment 21. Please revise to disclose
the remaining
balance of adjusted offtake product delivery amounts oustanding as of
June 30, 2020 and
disclose how they will be satisfied as a result of June 2020 A&R
offtake agreement.
You may contact Steve Lo at (202) 551- 3394 or Raj Rajan at (202)
551-3388 if you have
questions regarding comments on the financial statements and related matters.
Please contact
George K. Schuler, Mining Engineer, at (202) 551-3718 for engineering related
questions. Please
contact Kevin Dougherty at (202) 551-3721 or in his absence, Timothy S.
Levenberg, Special
Counsel, at (202) 551-3707 with any other questions
FirstName LastNameAndrew A. McKnight Sincerely,
Comapany NameFortress Value Acquisition Corp.
October 14, 2020 Page 2 Division of
Corporation Finance
FirstName LastName Office of Energy
& Transportation