United States securities and exchange commission logo
December 24, 2020
John Rodin
Chief Executive Officer
Longview Acquisition Corp.
767 Fifth Avenue, 44th Floor
New York, NY 10153
Re: Longview
Acquisition Corp.
Registration
Statement on Form S-4
Filed November 27,
2020
File No. 333-250995
Dear Mr. Rodin:
We have reviewed your 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.
Registration Statement on Form S-4
Risk Factors, page 46
1. Please include a
separate risk factor addressing the potential consequences resulting from
the potential waiver of
conditions to the merger.
Directors and officers of Longview have potential conflicts of
interest..., page 46
2. Please expand your
discussion to disclose the officers' and directors' aggregate average
investment per share.
In addition, clarify that in addition to Longview's officers
and directors being at
risk to lose their entire investment if the transaction is not approved,
their significantly
lower investment per share in their Longview shares results in a
difference between a
transaction that increases the value of the officers' and directors'
investment and a
transaction that increases the value of the public shareholders'
John Rodin
FirstName LastNameJohn Rodin
Longview Acquisition Corp.
Comapany24,
December NameLongview
2020 Acquisition Corp.
December
Page 2 24, 2020 Page 2
FirstName LastName
investment.
Background of the Business Combination, page 105
3. We note your disclosure that you made a financing and acquisition
proposal for a
subsidiary of a publicly traded global healthcare company. Please
expand the discussion to
disclose the reasons why this alternative target was not ultimately
pursued. We also note
your disclosure that Longview ceased contact with other business
combination targets
when the non-binding letter of intent with Butterfly was executed.
Please disclose how
many other potential target businesses Longview was in contact with at
that time, what
stage of negotiation they were in, why the Board decided to pursue a
transaction with
Butterfly over the alternatives that existed at the time and what
factors the Board
considered to make that decision.
4. Please revise to discuss the negotiations regarding the enterprise
value and the other
material terms from the draft letter of intent from Longview until
execution of the merger
agreement.
Conditions to Closing of the Business Combination, page 120
5. Please identify the closing conditions that are subject to waiver.
Representations and Warranties, page 122
6. Please expand your discussion to describe the representations and
warranties. For
example, what has Longview represented or warranted with respect to
organization and
qualification, litigation, material contracts, etc.?
Survival of Representations, Warranties and Covenants, page 128
7. We note your disclosure that none of the representations and
warranties contained in the
Merger Agreement will survive the effective time of the Merger. Please
include
appropriate risk factor disclosure.
Unaudited Pro Forma Condensed Combined Financial Information
Note 4 -- Pro Forma Adjustments, page 156
8. Please revise footnote a.(3) here on page 156 as well as the narrative
introduction on page
150 to more clearly discuss the terms of the Forward Purchase
Agreement. Revise to
provide examples of the levels of redemption which would result in
full, zero, and partial
execution of the Forward Purchase Agreement.
Business of New Butterfly, page 173
9. We note your disclosure that you have a strong net promoter score
(NPS) of 72. Please
explain what the NPS measures and how it is calculated. Please put
this number into
perspective for investors and discuss why you view an NPS score of 72
as a positive
John Rodin
Longview Acquisition Corp.
December 24, 2020
Page 3
indicator.
Industry & Market Opportunity, page 181
10. Please revise the pie chart and legend on page 182 to better identify
the colors used to
differentiate the unit mix.
Butterfly iQ, iQ+ and Related Technology, page 192
11. Please revise to disclose the material foreign jurisdictions where
Butterfly has patents and
pending patent applications.
Exclusive (Equity) Agreement with Leland Stanford Junior University, page 193
12. Please revise to disclose the royalty term or how it is determined and
when the last
licensed patent is currently expected to expire.
COVID-19, page 211
13. Your disclosure provides various examples of the impact of the
pandemic on your results
of operations. To the extent possible, revise this section and/or your
comparative results
of operations sections to provide quantification of the impact of the
pandemic on your
revenues and expenses for the periods presented.
Description of Certain Components of Financial Data
Research and developmemnt (R&D), page 215
14. You disclose on page F-45 that your R&D activities related to both
developing new
products and improving existing products. Revise to separately
quantify your R&D
expense between development of new product candidates versus
improvement of existing
candidates. For the amounts related to the development of new product
candidates, revise
to provide a breakdown for each of the significant new product
candidates. If you do not
track R&D expense by product candidate, disclose that fact and
consider providing a
breakdown of your R&D expense by expense type.
Results of Operations, page 216
15. We note the variances in Butterfly s loss from operations and net
losses. Under separate
captions, please expand your disclosure to explain to investors the
reasons for the
variances in the loss from operations and net losses for each period
presented. Also
disclose any known material trends affecting those line items for the
periods presented.
Certain Relationships
FirstName LastNameJohn and Related
Rodin Party Transactions, page 272
Comapany
16. NameLongview
Please file the ARTSA Acquisition
and TSEACorp.
as exhibits or tell us why you
believe they are
not required to
December 24, 2020 Page 3be filed.
FirstName LastName
John Rodin
FirstName LastNameJohn Rodin
Longview Acquisition Corp.
Comapany24,
December NameLongview
2020 Acquisition Corp.
December
Page 4 24, 2020 Page 4
FirstName LastName
Policies and Procedures for Related Party Transactions, page 276
17. Please disclose the standards that will be applied in determining
whether to approve any
of the transactions described in this section. Refer to Item
404(b)(1)(ii) of Regulation S-
K.
General
18. Please revise the section titled Market and Industry Data to clearly
state that you are liable
for the information included in your registration statement. Please
also remove the
statements that "Butterfly cannot assure you of the accuracy and
completeness of such
information" and "you should be aware that any such market, industry
and other similar
data may not be reliable."
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Christine Torney at 202-551-3652 or Kevin Vaughn at
202-551-3494 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Ada Sarmento at 202-551-3798 or Tim Buchmiller at 202-551-3635 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Rachel D. Phillips, Esq.