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United States securities and exchange commission logo
May 22, 2020
Lydon Lea
Chief Executive Officer
Leo Holdings Corp.
21 Grosvenor Place
London SWIX 7HF
Re: Leo Holdings Corp.
Registration
Statement on Form S-4
Filed May 11, 2020
File No. 333-238180
Dear Mr. Lea:
We have limited our review of your registration statement to
those issues we have
addressed in our 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 filed 5/11/2020
Risk Factors, page 80
1. We note that your risk
factor states that the Court of Chancery of the State of Delaware
and the federal
district court for the District of Delaware have concurrent jurisdiction for
claims arising under
the federal securities laws, including Securities Act claims. However,
your Form of Proposed
Certificate of Incorporation on Annex C includes an exclusive
federal forum (the
federal district courts of the United States of America) for Securities
Act claims. Please
revise your disclosure and/or your Form of Proposed Certificate of
Incorporation to
reconcile this discrepancy. If you have an exclusive federal forum for
Securities Act claims,
please state that there is uncertainty as to whether a court would
enforce such provision.
In that regard, we note that Section 22 of the Securities Act
creates concurrent
jurisdiction for state and federal courts over all suits brought to enforce
Lydon Lea
Leo Holdings Corp.
May 22, 2020
Page 2
any duty or liability created by the Securities Act or the rules and
regulations thereunder.
Financial Statements, page F-1
2. We note your acquisition of UE Authority Co. on November 1, 2019. Please
include the
historical audited financial statements for UE Authority Co. in
accordance with Item 3-
05(b) of Regulation S-X.
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.
Please contact Cara Wirth at (202) 551-7127 or Erin Jaskot at (202)
551-3442 with any
other questions.
Sincerely,
FirstName LastNameLydon Lea
Division of
Corporation Finance
Comapany NameLeo Holdings Corp.
Office of Trade &
Services
May 22, 2020 Page 2
cc: Christian O. Nagler, Esq.
FirstName LastName