United States securities and exchange commission logo
January 14, 2021
John Rodin
Chief Executive Officer
Longview Acquisition Corp.
767 Fifth Avenue, 44th Floor
New York, NY 10153
Re: Longview
Acquisition Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed January 6,
2021
File No. 333-250995
Dear Mr. Rodin:
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.
Amendment No. 1 to Registration Statement on Form S-4
Directors and officers of Longview have potential conflicts of interest
, page 46
1. We note your revisions
in response to prior comment 2 and reissue in part. Please clarify
that Longview's
officers' and directors' 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'
investment.
Background of the Business Combination, page 106
2. We note your revisions
in response to prior comment 4 of material terms that were
negotiated. However, we
do not see any discussion of how these material terms were
negotiated. Please
further revise to discuss the negotiations regarding the enterprise value
John Rodin
Longview Acquisition Corp.
January 14, 2021
Page 2
and the other material terms from the draft letter of intent from
Longview until execution
of the merger agreement. For example, what was Butterfly's
counterproposal related to
valuation, the terms of a minimum cash closing condition and governance
matters? How
did the parties come to an agreement on the final material terms?
Representations and Warranties, page 123
3. Notwithstanding the disclaimers, the representations, warranties, and
covenants in the
merger agreement filed with the proxy statement/prospectus constitute
public disclosure
for purposes of the federal securities laws, and you are responsible for
considering
whether additional specific disclosures of material information about
material contractual
provisions of the merger agreement are required to make the statements in
the proxy
statement/prospectus not misleading. Please include disclosure
acknowledging that if
specific material facts exist that contradict the representations,
warranties, and covenants
in the merger agreement, you have provided corrective disclosure in the
proxy
statement/prospectus. Furthermore, if subsequent information concerning
the subject
matter of the representations, warranties, and covenants in the merger
agreement may or
may not be fully reflected in your public disclosures, please clarify
that your public
disclosures will include any material information necessary to provide
your stockholders a
materially complete understanding of the merger agreement disclosures.
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 D. Sarmento at 202-551-3798 or Tim Buchmiller at 202-551-3635 with
any other
questions.
Sincerely,
FirstName LastNameJohn Rodin
Division of
Corporation Finance
Comapany NameLongview Acquisition Corp.
Office of Life
Sciences
January 14, 2021 Page 2
cc: Rachel D. Philips, Esq.
FirstName LastName