CORRESP 1 filename1.htm CORRESP

VIA EDGAR

October 23, 2020

Fortress Value Acquisition Corp.

1345 Avenue of the Americas, 46th Floor

New York, New York 10105

Kevin Dougherty

Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549-3561

 

  Re:

Fortress Value Acquisition Corp.

   

Amendment No. 2 to Registration Statement on Form S-4

   

Filed October 19, 2020

   

File No. 333-248433

Dear Mr. Dougherty:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Fortress Value Acquisition Corp. (the “Registrant”) hereby requests that the effectiveness of the Registration Statement on Form S-4 (File No. 333-248433) filed by the Registrant on August 27, 2020, as amended by Amendment No. 1 filed on October 1, 2020 and Amendment No. 2 filed on October 19, 2020 (the “Registration Statement”), be accelerated by the U.S. Securities and Exchange Commission (the “Commission”) to 10:00 a.m., Eastern time, on October 27, 2020, or as soon as reasonably practicable thereafter.

The Registrant hereby acknowledges the following:

1. should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

2. the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

3. the Registrant may not assert the comments of the staff of the Commission and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.


The Registrant hereby confirms that it is aware of its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

If you have any questions, please feel free to contact Jaclyn L. Cohen (jackie.cohen@weil.com / telephone: 212.310.8891) of Weil, Gotshal & Manges LLP. In addition, please notify Ms. Cohen when this request for acceleration has been granted.

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Very truly yours,
Fortress Value Acquisition Corp.
By:   /s/ Andrew A. McKnight
  Name: Andrew A. McKnight
  Title: Chief Executive Officer

 

cc:

Jaclyn L. Cohen

Weil, Gotshal & Manges LLP