seccorr121213_hennessycap.htm

Hennessy Capital Acquisition Corp.

10 South Wacker Drive, Suite 3175

Chicago, IL 60606

December 12, 2013

VIA EDGAR

John Reynolds

Assistant Director

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:	Hennessy Capital Acquisition Corp.

Amended Draft Registration Statement on Form S-1

Submitted November 21, 2013

CIK No. 1589526

Dear Mr. Reynolds:

Hennessy Capital Acquisition Corp. (the “Company”, “we”, “us” or “our”) hereby transmits its response to the letter received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated December 6, 2013, regarding its amended draft Registration Statement on Form S-1 (the “Registration Statement”) submitted on November 21, 2013.

Changed pages to be included in Amendment No. 2 to the Form S-1 (“Amendment No. 2”) are included as Exhibit A reflecting changes to the Form S-1 submitted on November 21, 2013. For your convenience, we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response.

The Offering, page 7

Redemption of warrants, page 9

We note your response to prior comment 4 in our letter dated November 14, 2013. Please provide us your analysis of how the warrant redemption agreement described in your response will not contravene Regulation M during the distribution/restricted period in connection with the company’s IPO in light of the Key Hospitality Acquisition Corp. no-action letter (avail. October 12, 2005), at http://www.sec.gov/divisions/marketreg/mr-noaction/keyhosp101205.htm.

We respectfully advise the Staff that we do not believe the issues in the Key Hospitality Acquisition Corp. (“Key Hospitality”) no-action letter are applicable to our offering. Specifically, in Key Hospitality, the company’s directors, special advisors and lead underwriter entered into agreements at the time of its initial public offering to purchase the company’s outstanding public warrants within a short period following Key Hospitality’s consummation of its initial public offering. Those agreements could constitutes a bid for a covered security during the restricted period following the company’s initial public offering and result in manipulative conduct by offering participants and their affiliated purchasers that Regulation M was intended to preclude.

By contrast, the warrant redemption by the Company will not commence until the distribution/restricted period is already completed. Specifically, the warrant agreement provides that the warrant redemption may not commence until the warrants issued in this offering become exercisable. The warrants do not become exercisable until the later of (i) 30 days after the completion of our initial business combination, and (ii) 12 months from the closing of this offering. Accordingly, the warrant redemption would not commence for at least one year following this offering, which is a substantial period following the completion of the distribution/restricted period.

Permitted purchases of public shares by our affiliates, page 16

2.	We note in your response to prior comment 7 that you will adopt an insider trading policy. Please disclose whether you plan to make these purchases pursuant to a Rule 10b5-1 plan. If not, explain why.

We have revised Amendment No. 2 in response to the Staff’s comment.

Use of Proceeds, page 56

We refer to your response to prior comments 9 and 15. It is unclear why you have not provided disclosure regarding the financial advisory fee in the use of proceeds table. Please also provide such disclosure as previously requested. Also, it remains unclear what advisory services will be provided for such fee. Please clarify.

We have revised Amendment No. 2 to delete the references to a financial advisory fee.

Given your business acquisition strategy, it is unclear why you do not know what a market standard advisory fee would be. Please provide an analysis of the range of fees that may be customary given the potential transactions you may enter into in connection with your initial business combination. Provide support for your position that any such fees are market standard. Tell us how you will determine whether any fee paid will be customary in those circumstances. Add appropriate risk factor disclosure.

We have revised Amendment No. 2 to delete the references to a financial advisory fee.

Permitted purchases of our securities, page 81

We note your response to prior comment 6. Please explain to us why the revised disclosure in this section does not include the sentence found on page 16, which states: “[h]owever, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.”

We have revised Amendment No. 2 to add the sentence referenced in the Staff’s comment.

The fifth paragraph discloses the possibility of privately negotiated purchases occurring following the “mailing of proxy materials in connection with our initial business combination” (i.e., presumably during the Regulation M restricted period). Please provide us your analysis of how such purchases will not violate Regulation M if such purchases will occur after the mailing of the proxy materials.

We hereby advise the Staff that the Company will not make such privately negotiated purchases if such purchases would violate Regulation M. In Division of Market Regulation Staff Legal Bulletin No. 9 (“SLB”), the Staff noted that the restricted period under Regulation M begins on the day the proxy solicitation materials are mailed to shareholders and continues through the end of the period in which the target shareholders can vote on the merger or exchange (assuming no additional valuation period). In the event the Company enters into an initial business combination with a private company (as is typical for SPACs), the target would likely obtain the written consent of its shareholders prior to the execution of the business combination agreement. In such event, the restricted period would terminate upon obtaining the written consent of the target’s shareholders and the target would not mail proxy solicitation materials to its shareholders. In any event, the Company will only make privately negotiated purchases once the restricted period has terminated.

We further advise the Staff that the proxy materials referenced in the Staff’s comment are the documents that the Company will mail to its stockholders to obtain their approval for the initial business combination as well as to provide them with the opportunity to redeem their shares. However, the Staff stated in the SLB that the restricted period is based solely on the target company's shareholder vote – and not the acquiror’s shareholder vote. Thus, any private negotiated purchases by the Company following the mailing of proxy solicitation materials to its stockholders would not occur in the restricted period since by that time, the target shareholders will have already approved the business combination. Since the distribution period will have terminated, the purchases by the Company will not violate Regulation M. In the event the target mails proxy solicitation materials to its shareholders to approve the business combination, the Company will not make any purchases following the mailing of such materials. We have revised Amendment No. 2 to clarify the applicability of Regulation M to such purchases.

The sixth paragraph begins with the sentence, “[t]he foregoing open market purchases . . .;” however, the preceding paragraph only addresses privately negotiated purchases (not open market purchases). In addition, the paragraph should be revised to read instead, “Any open market purchases by our sponsors, officers, directors and/or their affiliates who are “affiliated purchasers” under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18 . . ..” To avoid potential confusion, please also delete the language in this paragraph that attempts to describe the rule requirements.

We have revised Amendment No. 2 in response to the Staff’s comment.

Comparison of redemption or purchase prices . . ., page 90

The disclosure under “Other Permitted Purchases of Public Shares by our Affiliates” on page 91 mentions both privately negotiated and open market purchases by their sponsors, directors, officers, advisors, etc. However, you also state that “[t]here is no limit to the prices that our sponsor, directors, officers, advisors or their affiliates may pay in these transactions.” Please provide us your analysis of how such purchases (without any price limit) will not violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act (since presumably they would not qualify for the safe harbor under Rule 10b-18).

We have revised Amendment No. 2 in response to the Staff’s comment.

Certain Relationships and Related Party Transactions, page 112

9.	We note your disclosure in response to prior comment 17. Please provide disclosure of the risks relating to the payment of out of pocket expenses and advisory fees under separate sub-captions that adequately describe such risks.

We have revised Amendment No. 2 in response to the Staff’s comment.

Exhibits

10.	We note you have submitted forms of certain agreements. Please file final executed and dated versions of any material agreements prior to requesting effectiveness.

We hereby advise the Staff that we will file substantially final versions of our material agreements prior to requesting effectiveness. Please note, however, that certain of our material agreements (e.g., the underwriting agreement, letter agreements and warrant agreement) will not be executed until the pricing of the offering, which will occur subsequent to effectiveness of the Registration Statement. Accordingly, we will file the final executed and dated versions of such agreements in a Form 8-K no later than four business days following the execution of such agreements.

***

We hope that we have adequately addressed your comments. If you have further comments, we ask that you forward them by electronic mail to our counsel, Douglas Ellenoff, Esq. at ellenoff@egsllp.com and Stuart Neuhauser, Esq. at sneuhauser@egsllp.com, or to reach them by telephone at (212) 370-1300.

	Very truly yours,

	HENNESSY CAPITAL ACQUISITION CORP.

	By:	/s/ Daniel J. Hennessy
		Daniel J. Hennessy
		Chairman and Chief Executive Officer

Exhibit A

Changed Pages

A-1

A-2

A-3

A-4

A-5