0001193125-19-254829.txt : 20191107 0001193125-19-254829.hdr.sgml : 20191107 20190925172332 ACCESSION NUMBER: 0001193125-19-254829 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190925 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Social Capital Hedosophia Holdings Corp. CENTRAL INDEX KEY: 0001706946 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 166 NORTH ROADRUNNER PARKWAY, SUITE 1C CITY: LAS CRUCES STATE: NM ZIP: 88011 BUSINESS PHONE: (575) 522-3102 MAIL ADDRESS: STREET 1: 166 NORTH ROADRUNNER PARKWAY, SUITE 1C CITY: LAS CRUCES STATE: NM ZIP: 88011 FORMER COMPANY: FORMER CONFORMED NAME: Virgin Galactic Vehicle Holdings, Inc DATE OF NAME CHANGE: 20191025 FORMER COMPANY: FORMER CONFORMED NAME: Social Capital Hedosophia Holdings Corp. DATE OF NAME CHANGE: 20170517 CORRESP 1 filename1.htm CORRESP

DIRECT DIAL

(212) 735-2438

 

DIRECT FAX

(917) 777-2438

 

EMAIL ADDRESS

Howard.ellin@SKADDEN.COM

  

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

4 TIMES SQUARE

NEW YORK 10036-6522

 

                                                                 

 

TEL: (212) 735-3000

FAX: (212) 735-2000

www.skadden.com

 

September 25, 2019

  

 

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VIA EDGAR

Irene Barberena-Meissner

Office of Transportation and Leisure

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 

  RE:

Social Capital Hedosophia Holdings Corp.

      

Registration Statement on Form S-4

      

Filed September 12, 2019

      

File No. 333-233098

Dear Ms. Barberena-Meissner:

On behalf of Social Capital Hedosophia Holdings Corp. (the “Company,” “we” or “our”), we have filed today Amendment No. 2 to the above Registration Statement on Form S-4 (the “Amended Registration Statement”) in response to the comments of the staff (“Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission received by letter dated September 23, 2019, concerning the above Registration Statement on Form S-4 filed on September 12, 2019.

The changes reflected in the Amended Registration Statement include those made in response to the Staff’s comment as well as other updates. For the convenience of the Staff, we also have sent to you paper copies of this letter and copies of the Amended Registration Statement marked to show changes from the Registration Statement. All references in this letter to page numbers and captions correspond to the page numbers and captions in the Amended Registration Statement.

U.S. Securities and Exchange Commission

September 25, 2019

Page 2

 

Projected Financial Information, page 128

 

1.

We note your response to our prior comment 5. As SCH management based its valuation of the VG Companies on an analysis of the aggregate potential cash flows to be generated by the “Virgin Galactic” business, as projected by VG management, please revise to disclose these cash flow projections.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the term “aggregate potential cash flows,” as referenced in the disclosure and as it relates to SCH management’s evaluation of the VG Companies, was used to refer to SCH management’s comparison of projected EBITDA to projected capital expenditures, each as provided by VG Management and as disclosed on page 129 of the Amended Registration Statement. Other than this metric, there were no other material projections of cash flow used in evaluating the VG Companies. In response to the Staff’s comment, the Company has revised its disclosure on pages 114 and 115.

*    *    *

Please contact me at (212) 735-2438 should you require further information.

 

Very truly yours,

 

/s/ Howard Ellin

 

Howard Ellin

 

cc:

Chamath Palihapitiya

    

Social Capital Hedosophia Holdings Corp.

 

cc:

James Cahillane

    

Virgin Group

 

cc:

Christopher M. Barlow

    

Skadden, Arps, Slate, Meagher & Flom LLP

 

cc:

Shayne Kennedy and Justin G. Hamill

    

Latham & Watkins LLP