![]() |
||
Leonard
Kreynin
212
450-4937
Leonard.Kreynin@DPW.COM
|
450
LEXINGTON AVENUE
NEW
YORK, N.Y. 10017
212 450 4000 FAX 212 450 3800 |
Menlo
Park
Washington, D.C. London Paris Frankfurt Madrid Tokyo Beijing Hong Kong |
June
8, 2009
|
|
Re:
|
GHL
Acquisition Corp.
|
|
Preliminary
Proxy Statement on Schedule 14A
|
|
Filed
April 29, 2009
|
|
File
No. 001-33963
|
Larry
Spirgel
|
2
|
June
8, 2009
|
1.
|
We
are awaiting your response to prior comment 4. Please respond to our
comment and if applicable, reflect the Motorola arrangement in your
filing.
|
2.
|
We
note your response to prior comment 6 from our letter dated January 23,
2009. We also note that in evaluating the revised terms of the
acquisition, your board made its determination with respect to the
fairness and value of Iridium without relying upon an opinion of your
independent financial advisor, Duff & Phelps. Your board, however,
relied upon the fairness opinion of Duff & Phelps in its initial
approval of the acquisition. We note your statement that the board relied
upon its expertise in valuing the revised consideration and evaluating the
fairness of the changes to the transaction, but it is unclear why they did
not do the same initially. Please revise your preliminary proxy to discuss
why the board did not obtain an updated fairness opinion and describe the
analyses conducted to evaluate the value of the consideration and
fairness. Indicate whether Duff & Phelps is still entitled to payment
of $190,000 if the acquisition is approved by
shareholders.
|
Larry
Spirgel
|
3
|
June
8, 2009
|
Very
truly yours,
|
|
/s/
Leonard Kreynin
|
|
Leonard
Kreynin
|
|
Davis
Polk & Wardwell
|
June
8, 2009
|
|
Re:
|
GHL
Acquisition Corp.
|
|
Preliminary
Proxy Statement on Schedule 14A
|
|
Filed
April 29, 2009
|
|
File
No. 001-33963
|
·
|
GHQ
is responsible for the adequacy and accuracy of the disclosure in the
filing of the preliminary proxy
statement;
|
·
|
Staff
comments or changes to disclosure in response to Staff comments do not
foreclose the SEC from taking any action with respect to the filing;
and
|
·
|
GHQ
may not assert Staff comments as a defense in any proceeding initiated by
the SEC or any person under the federal securities laws of the United
States.
|
Very
truly yours,
|
|
/s/
Harold J. Rodriguez, Jr.
|
|
GHL
Acquisition
Corp.
|